Common use of Credit Decision Clause in Contracts

Credit Decision. Each Lender (and Bank Product Provider) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person to any Lender (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 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 the Loan Parties or any 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 the 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 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 the Loan Parties or any other Person party to a Loan Document. 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties or 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 (and Bank Product Provider) acknowledges that none neither the Administrative Agent nor any of the Agentits officers, directors, employees, agents, attorneys-Related Persons in-fact or Arranger-Related Persons has affiliates have made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of any Loan Party, the Borrower and its Subsidiaries or any Subsidiary or Affiliate thereofAffiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Person in-fact or Arranger-Related Person affiliates to any Lender (or Bank Product Provider)Lender. Each Lender represents (and by its acceptance of to the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Administrative Agent that it has, independently and without reliance upon either the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Person in-fact or Arranger-Related Person affiliates and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or Borrower and any 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 the BorrowersBorrower. 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 the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Person in-fact or Arranger-Related Person 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 Loan Parties or Borrower and any other Person party to a Loan Document. Except for notices, reports, and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative 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 and other condition or creditworthiness of the Loan Parties or Borrower and any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons Administrative Agent or any of the Arrangerits officers, directors, employees, agents, attorneys-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 in-fact 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)affiliates.

Credit Decision. Each Lender (and Bank Product Provider) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons Agent has made any no representation or warranty to it, and that no act by Agent hereinafter hereafter taken, including any consent and acceptance of any assignment or review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofBorrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person Agent to any Lender (or Bank Product Provider)as to any matter, including whether Agent has disclosed material information in its possession. 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 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 the Loan Parties or any other Person party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated herebyBorrower, and made its own decision to enter into this Loan Agreement and to extend credit to the BorrowersBorrower hereunder. 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 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 Loan 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 Loan Parties or any other Person party to a Loan DocumentBorrower. Except for notices, reports, reports and other documents expressly herein required to be furnished to the Lenders by Agent, Agent shall not have any no duty or responsibility to provide any Lender (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Borrower which may come into the possession of any Agent. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Agent-Related Persons or any Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Arranger-Related Persons. Each Lender acknowledges (Securities 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)Exchange Commission.

Credit Decision. Each Lender (and Bank Product Provider) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofthe Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arrangerto any Bank as to any matter, including whether Agent-Related Person to any Lender (or Bank Product Provider)Persons have disclosed material information in their possession. Each Lender Bank represents (and by its acceptance of to 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 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 the Loan Parties or any other Person party to a Loan DocumentCompany 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 the BorrowersCompany and its Subsidiaries hereunder. Each Lender Bank 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 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 the Loan Parties or any other Person party to a Loan DocumentCompany. Except for notices, reports, reports and other documents expressly herein required to be furnished to the Lenders Banks by the Agent, the 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 and other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Company which 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 (and Bank Product Provider) acknowledges that none the Administrative Agent or any of the its Agent-Related Persons or Arranger-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereinafter hereafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofthe Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent or any of its Agent-Related Person or Arranger-Related Person Persons to any Lender (or Bank Product Provider)Lender. Each Lender represents (and by its acceptance of to the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any of its Agent-Related Person or Arranger-Related Person Persons 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, propertyProperty, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan DocumentBorrower, the Project, and all applicable bank regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the BorrowersBorrower hereunder. 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 the Administrative Agent or any of its Agent-Related Person or Arranger-Related Person Persons and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, the Collateral Agency Agreement and the other Loan Financing Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan DocumentBorrower and the Project. Except for notices, reports, 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties Project or any other Person party to a Loan Document that of the Borrower which may come into the possession of the Administrative Agent or any of the its 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 (and Bank Product Provider) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons Agent has not made any representation or warranty to it, and that no act by the Agent hereinafter hereafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person the Agent to any Lender (or Bank Product Provider)Lender. Each Lender represents (and by its acceptance of to 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 any Agent-Related Person or Arranger-Related Person the Agent 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 any Borrower or the Loan Parties or any other Person party to Borrowers taken as a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated herebywhole, and made its own decision to enter into this Agreement and to extend credit to the BorrowersBorrowers hereunder. 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 any Agent-Related Person or Arranger-Related Person the Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan DocumentBorrowers. Except for notices, reports, 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Borrower which 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 (and Bank Product Provider) acknowledges that none of the no Administrative Agent-Related Persons or Arranger-Related Persons Person has made any representation or warranty to it, and that no act by Agent hereinafter any Administrative Agent-Related Person hereafter taken, including any review of the affairs of the Borrower, any Loan Party, Guarantor or any Subsidiary or Affiliate thereoftheir respective Subsidiaries, shall be deemed to constitute any representation or warranty by any Administrative Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider)Lender. Each Lender represents (and by its acceptance of to the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Administrative Agent that it has, independently and without reliance upon any Administrative 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, propertyProperty, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan DocumentBorrower, 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 BorrowersBorrower hereunder. 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 any Administrative 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, propertyProperty, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan DocumentBorrower. 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Borrower which may come into the possession of any of the Administrative 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 (and Bank Product Provider) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by Agent any Agent-Related Person hereinafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofthe Credit Parties and the Credit Party Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider)other Agent-Related Person. Each Lender represents (to the Agents and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Agent Lead Arranger that it has, independently and without reliance upon any Agent-Related Person or Arranger-Related Person and based on upon such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan DocumentCredit Parties, and all 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 BorrowersBorrower thereunder. 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 willshall, independently and without reliance upon any Agent-Related Person or Arranger-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 the Loan Parties or any other Person party to a Loan DocumentCredit Parties. Except for notices, reports, reports and other documents expressly herein or in the other Financing Documents required to be furnished to the Lenders by any Agent, Agent no Agent-Related Person 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, propertyProperty, financial and other condition or creditworthiness of the Loan Credit Parties or 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 (and Bank Product Provider) expressly acknowledges that none neither the Administrative Agent nor any of the Agentits Affiliates, officers, directors, employees, agents or attorneys-Related Persons or Arrangerin-Related Persons fact has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter hereafter taken, including any review of the affairs of any Loan Partythe Issuer, the Guarantors, or any Subsidiary or Affiliate thereofof their Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person the Administrative Agent to any Lender (or Bank Product Provider)Lender. Each Lender represents (and by its acceptance of acknowledges to the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any Agent-Related Person or Arranger-Related Person other Lender, and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan DocumentIssuer, the Guarantors, and their Affiliates and all applicable bank Lender regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the BorrowersAgreement. Each Lender also represents (and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) acknowledges that it will, independently and without reliance upon the Administrative Agent or any Agent-Related Person or Arranger-Related Person other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties Issuer or any other Person party to a Loan Documentthe Guarantors. 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties Issuer or any other Person party to a Loan Document that the Guarantors which may come into the possession of any of the Agent-Related Persons Administrative Agent 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’ , officers, directors, employees, agents 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)attorneys-in-fact.

Credit Decision. Each Lender (and Bank Product Provider) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons Agent has not made any representation or warranty to it, and that no act by Agent hereinafter hereafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofBorrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person Agent to any Lender (or Bank Product Provider)Lender. 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 any Agent-Related Person or Arranger-Related Person Agent and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan Document, Borrower and all applicable bank regulatory laws relating to the transactions contemplated herebyits Subsidiaries, and made its own decision to enter into this Agreement and to extend credit to the BorrowersBorrower hereunder. 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 any Agent-Related Person or Arranger-Related Person Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan DocumentBorrower and its Subsidiaries. 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 and or other condition or creditworthiness of the Loan Parties Borrower or any other Person party to a Loan Document that its Subsidiaries which 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 (and Bank Product Provider) acknowledges that none no Agent or any of the Agent-Related Persons or Arranger-Related Persons its Affiliates has made any representation or warranty to it, and that no act by any Agent hereinafter hereafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person Agent or Arranger-Related Person any Lender. No Agent shall be required to keep itself informed as to the performance or observance by any Lender (of this Agreement or Bank Product Provider)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 (and by its acceptance of the benefits of the Loan Documents, to each Bank Product Provider shall be deemed to represent) to Agent that it has, independently and without reliance upon any Agent-Related Person Agent or Arranger-Related Person any other Lender, and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan DocumentParties, 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 Borrowershereunder. 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 any Agent-Related Person Agent or Arranger-Related Person 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 the Loan Parties or any other Person party to a Loan DocumentParties. Except for notices, reports, 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that which may come into the possession of any of the Agent-Related Persons Agent 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 (and Bank Product Provider) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of any Loan PartyHoldings, the Company and their Subsidiaries or any Subsidiary or Affiliate thereofthe Founding Companies, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider)Lender. Each Lender represents (and by its acceptance of to 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 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 Holdings, the Loan Parties or Company and their Subsidiaries and the Founding Companies, the value of and title to any other Person party to a Loan DocumentCollateral, and all applicable bank Lender regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the BorrowersCompany hereunder. 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 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 Holdings, the Loan Parties or any other Person party to a Loan DocumentCompany and their Subsidiaries. Except for notices, reports, 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Holdings, the Loan Parties Company or any other Person party to a Loan Document that Subsidiary which 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 (and Bank Product Provider) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons has Administrative Agent and the Collateral Agent have not made any representation or warranty to it, and that no act by the Administrative Agent hereinafter or the Collateral Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of any the Loan Party, or any Subsidiary or Affiliate thereofParties, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or Arranger-Related Person the Collateral Agent to any Lender (as to any matter, including whether the Administrative Agent or Bank Product Provider)the Collateral Agent has disclosed material information in its possession. Each Lender represents (to the Administrative Agent and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Collateral Agent that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or Arranger-Related Person the Collateral Agent and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated herebyGuarantors, and made its own decision to enter into this Agreement and to extend credit to the BorrowersCompany hereunder. 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 any Agent-Related Person the Administrative Agent or Arranger-Related Person the Collateral Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan 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 Loan Parties or any other Person party to a Loan DocumentCompany. Except for notices, reports, 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Company which may come into the possession of any of the Administrative Agent or the Collateral 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)as applicable.

Credit Decision. Each Lender (and Bank Product Provider) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by Administrative Agent hereinafter taken, including any review of the affairs of any Loan PartyBorrower, Guarantor or any Subsidiary or Affiliate thereofPermitted Affiliate, shall be deemed to constitute any a representation or warranty by any Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider)Lender. Each Lender represents (and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Administrative Agent that it hasthat, independently and without reliance upon any Agent-Related Person or Arranger-Related Person Person, and based on such due diligence, 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, Guarantor and each Permitted Affiliate, the Loan Parties or value of and title to any other Person party to a Loan Documentand all Unencumbered Asset Pool Properties, and all applicable bank 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 the Borrowers. Each Lender also represents (Borrower, 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 any Agent-Related Person or Arranger-Related Person 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 the Loan Parties or any other Person party to a Loan DocumentBorrower, Guarantor and each Permitted Affiliate. Except for notices, reports, reports and other documents that Administrative Agent is expressly herein required to be furnished furnish to the Lenders by AgentLenders, Administrative Agent shall not have any duty or responsibility to provide any Lender (or Bank Product Provider) with any credit or other information concerning the businessBorrower, prospectsGuarantor, operations, property, financial and other condition or creditworthiness of the Loan Parties any Permitted Affiliate or any other Person party to a Loan Document Unencumbered Asset Pool Property 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)Person.

Credit Decision. Each Lender (and Bank Product Provider) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by the Agent or the Co-Administrative Agent hereinafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofthe Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider)Lender. Each Lender represents (to the Agent and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Co-Administrative Agent that it has, independently and without reliance upon 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 the Loan Parties or Company and its Subsidiaries, the value of and title to any other Person party to a Loan Documentcollateral, 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 BorrowersCompany hereunder. 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 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 the Loan Parties or any other Person party to a Loan DocumentCompany. Except for notices, reports, 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Company which 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 (and Bank Product Provider) expressly acknowledges that none neither Agent nor any other Lender nor any of the Agenttheir Affiliates nor any officer, director, employee, agent or attorney-Related Persons or Arrangerin-Related Persons fact of any of them has made any representation or warranty to it, it and that no act by Agent hereinafter or any other Lender hereafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofBorrower and its Subsidiaries and their Affiliates, shall be deemed to constitute any representation or warranty by Agent or any Agent-Related Person or Arranger-Related Person other Lender to any Lender (or Bank Product Provider)such Lender. 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 and to each other Lender that it has, independently and without reliance upon Agent or any Agent-Related Person or Arranger-Related Person other Lender and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan Document, Borrower and all applicable bank regulatory laws relating to the transactions contemplated hereby, Guarantors and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the BorrowersAgent or any other Lender). 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 or any Agent-Related Person or Arranger-Related Person other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan DocumentsAgreement, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Loan Parties Agent or any other Person party to a Loan DocumentLender). Except for notices, reports, reports and other documents expressly herein required to be furnished to the Lenders by AgentAgent hereunder, 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 and other condition or creditworthiness of the Loan Parties Borrower or any other Person party to a Loan Document that Guarantor which may come into the possession of any of the Agent-Related Persons Agent or any of the Arrangerits officers, directors, employees, 107 agents, attorneys-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 in-fact 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 (and Bank Product Provider) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons Agent has --------------- not made any representation or warranty to it, and that no act by the Agent hereinafter hereafter taken, including any review of the affairs of any Loan Credit Party, or any Subsidiary or Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person the Agent to any Lender (or Bank Product Provider)Lender. Each Lender represents (and by its acceptance of to 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 any Agent-Related Person or Arranger-Related Person the Agent and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or any Borrower and the other Person party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated herebyCredit Parties, and made its own decision to enter into this Agreement and to extend credit to the BorrowersBorrower hereunder. 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 any Agent-Related Person or Arranger-Related Person the Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or any Borrower and the other Person party to a Loan DocumentCredit Parties. Except for notices, reports, 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of the Loan Borrower or the other Credit Parties or any other Person party to a Loan Document that which 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 (and Bank Product Provider) acknowledges that none neither the Administrative Agent nor any of the Agentits Affiliates, officers, directors, employees, agents or attorneys-Related Persons or Arrangerin-Related Persons has fact have made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofthe Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person the Administrative Agent to any Lender (or Bank Product Provider)as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents (and by its acceptance of to the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Administrative Agent that it has, independently and without reliance upon any Agent-Related Person or Arranger-Related Person the Administrative Agent and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan Document, 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 the BorrowersCompany hereunder. 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 any Agent-Related Person or Arranger-Related Person the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan DocumentCompany and its Subsidiaries. 100 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Company which 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 Administrative 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 businessAffiliates, legalofficers, financial directors, employees, agents 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)attorneys-in-fact.

Credit Decision. Each Lender (and Bank Product Provider) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons any Issuing Bank has made any representation or warranty to it, and that no act by the Administrative Agent or any Issuing Bank hereinafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofthe Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person any Issuing Bank to any Lender (or Bank Product Provider)Bank. Each Lender Bank represents (to the Administrative Agent and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Agent Issuing Banks that it has, independently and without reliance upon any Agent-Related Person or Arranger-Related Person any Issuing Bank and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan DocumentBorrower 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 BorrowersBorrower hereunder. Each Lender Bank 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 any Agent-Related Person or Arranger-Related Person 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 the Loan Parties or any other Person party to a Loan DocumentBorrower. Except for notices, reports, reports and other documents expressly herein required to be furnished to the Lenders 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Borrower which may come into the possession of any of the Agent-Related Persons or any of the Arranger-Related PersonsIssuing Bank. Each Lender acknowledges (and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider The Administrative Agent shall be deemed to acknowledge) that Agent does not have any duty or responsibility, either initially or on a continuing basis (except promptly deliver to the extent, if any, Banks the items specified on Schedule 10.06 that is expressly specified herein) are required to provide be provided by the Borrower only to the extent 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 items are actually provided by the date on which such Lender became a party to this Agreement (or such Bank Product Provider entered into a Bank Product Agreement)Borrower.

Credit Decision. Each Lender (and Bank Product Provider) expressly acknowledges that none neither the Agent nor any of the Agentits affiliates nor any officer, director, employee, agent, attorney-Related Persons or Arrangerin-Related Persons fact of any of them has made any representation or warranty to it, it and that no act by Agent hereinafter 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 any Loan Party, the Company and its Subsidiaries or any Subsidiary or Affiliate thereof, Obligor shall be deemed to constitute any representation or warranty by any of the Agent-Related Person , the Syndication Agent, the Joint Book Runners, the Lead Arranger or Arranger-Related Person the Joint Lead Arranger to any Lender (or Bank Product Provider)Bank. Each Lender Bank represents (to the Agent, the Syndication Agent, the Joint Book Runners, the Lead Arranger and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Agent Joint Lead Arranger that it has, independently and without reliance upon any the Agent-Related Person , the Syndication Agent, the Joint Book Runners, the Lead Arranger or the Joint Lead 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 the Loan Parties or any other Person party to a Loan Document, Company and all applicable bank regulatory laws relating to the transactions contemplated hereby, its Subsidiaries and made its own decision to enter into this Agreement and to extend credit to the BorrowersObligors. Each Lender Bank 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 any the Agent-Related Person , the Syndication Agent, the Joint Book Runners, the Lead Arranger or the Joint Lead 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 Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties Company and its Subsidiaries or any other Person party to a Loan DocumentObligor. Except for notices, reports, reports and other documents expressly herein required to be furnished to the Lenders 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties Company and its Subsidiaries or any other Person party to a Loan Document that Obligor which may come into the possession of any of the Agent-Related Persons , the Syndication Agent, the Joint Book Runners, the Lead Arranger or any of the Joint Lead 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 businessofficers, legaldirectors, financial employees, agents, attorneys-in-fact 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 (and Bank Product Provider) acknowledges that none of the Agents or Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter the Agents hereafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofBorrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent or Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider)Lender. Each Lender represents (and by its acceptance of the benefits of the Loan Documents, to each Bank Product Provider shall be deemed to represent) to Agent that it has, independently and without reliance upon any Agent or 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 and its Subsidiaries, the Loan Parties or value of and title to any other Person party to a Loan Documentcollateral security, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the BorrowersBorrower hereunder. 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 any Agent or 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 the Loan Parties or any other Person party to a Loan DocumentBorrower. Except for notices, reports, 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Borrower which may come into the possession of any of the Agents or 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 (and Bank Product Provider) expressly acknowledges that none of the Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, it and that no act by the Administrative Agent hereinafter hereafter taken, including any review of the affairs of any Loan Partythe Borrowers, or any Subsidiary or Affiliate thereofand each of their Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person the Administrative Agent to any Lender (or Bank Product Provider)Bank. Each Lender Bank represents (and by its acceptance of to the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Administrative Agent that it has, independently and without reliance upon any Agent-Related Person or Arranger-Related Person the Administrative Agent and based on such due diligence, 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 the Loan Parties or any other Person party to a Loan DocumentBorrowers, and each of the Subsidiaries of the Borrowers, and all applicable bank regulatory laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to the BorrowersBorrowers hereunder. Each Lender Bank 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 any Agent-Related Person or Arranger-Related Person the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan DocumentBorrowers. Except for notices, reports, reports and other documents expressly herein required to be furnished to the Lenders 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Borrowers which 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 (and each Issuing Bank Product Provider) expressly acknowledges that none neither the Administrative Agent nor any of the Agentits Affiliates nor any officer, director, employee, agent, attorney-Related Persons or Arrangerin-Related Persons fact of any of them has made any representation or warranty to it, it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofthe Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person the Administrative Agent to any Lender (or Bank Product Provider)any Issuing Bank. Each Lender and each Issuing Bank represents (and by its acceptance of to the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any Agent-Related Person other Lender or Arranger-Related Person Issuing Bank, 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, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of the Loan Parties or any other Person party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, Borrower and made its own decision to enter into this Agreement and to extend credit to the BorrowersBorrower hereunder. Each Lender and each Issuing Bank 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 the Administrative Agent or any Agent-Related Person other Lender or Arranger-Related Person 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 the Loan Parties or any other Person party to a Loan DocumentBorrower. Except for notices, reports, 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 Product Provider) with any credit or other information concerning the business, prospects, operationsproperties, propertyoperations or condition, financial or otherwise, and other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Borrower which may come into the possession of any of the Agent-Related Persons AdministrativeAgent or any of the Arrangerits officers, directors, employees, agents, attorneys-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 in-fact 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 (and Bank Product ProviderHolder, by acceptance of any Subordinated Note(s) held by it, expressly acknowledges that none of the Agent-Related Persons or ArrangerHolder Representative-Related Persons has made any representation or warranty to it, it and that no act by Agent the Holder Representative hereinafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofthe Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person the Holder Representative to any Lender (or Bank Product Provider)Holder. Each Lender represents (and Holder, by its acceptance of any Subordinated Note(s) held by it, represents to the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Agent Holder Representative that it has, independently and without reliance upon any Agent-Related Person or Arranger-Related Person the Holder Representative and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan DocumentCompany and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to the BorrowersCompany hereunder. Each Lender Holder 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 any Agent-Related Person or Arranger-Related Person 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 the Loan Parties or any other Person party to a Loan DocumentCompany and its Subsidiaries. Except for notices, reports, reports and other documents expressly herein required to be furnished to the Lenders Company by Agentthe Holder Representative, Agent the Holder Representative shall not have any duty or responsibility to provide any Lender (or Bank Product Provider) Holder with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Company and its Subsidiaries which 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)Holder Representative.

Credit Decision. Each Lender (and Bank Product Provider) expressly acknowledges that none of the Agents or the Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter any of the Agents hereafter taken, including any review of the Projects or of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofthe Borrowers, shall be deemed to constitute any representation or warranty by any Agent or Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider)Lender. Each Lender represents (and by its acceptance of to the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Agent Agents that it has, independently and without reliance upon any Agent or 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, propertyProperty, financial and other condition and creditworthiness of each Borrower, the Loan Parties or Projects, the value of and title to any other Person party to a Loan DocumentCollateral, and all applicable bank regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the BorrowersBorrowers hereunder. 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 any Agent or 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 Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of each Borrower and the Loan Parties or any other Person party to a Loan DocumentProjects. Except for notices, reports, 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition or creditworthiness of the Loan Parties Projects or of any other Person party to a Loan Document that Borrower which may come into the possession of any Agent or 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 The Syndication Agent, the Documentation Agent, the Co-Agent and each Lender (and Bank Product Provider) expressly acknowledges that none of the Administrative Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of any Loan Party, the Company or any Subsidiary or Affiliate thereof, other Loan Party shall be deemed to constitute any representation or warranty by any the Administrative Agent to such Agent or such Lender. The Syndication Agent, the Documentation Agent, the Co-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider). Each Agent and each Lender represents (and by its acceptance of to the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Administrative Agent that it has, independently and without reliance upon any Agent-Related Person or Arranger-Related Person the Administrative Agent and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and each other Loan Parties or any other Person party to a Loan DocumentParty, and all applicable bank regulatory laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to the BorrowersCompany hereunder. Each The Syndication Agent, the Documentation Agent, the Co-Agent and 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 such party will, independently and without reliance upon any Agent-Related Person or Arranger-Related Person the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan DocumentCompany. 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 the Syndication Agent, the Documentation Agent, the Co-Agent or any Lender (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Company which may come into the possession of any of the Administrative 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 (and Bank Product Provider) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by the Administrative Agent or the Collateral Agent, hereinafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofBHI and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider)Lender. Each Lender represents (to the Administrative Agent and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Collateral Agent that it has, independently and without reliance upon 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 BHI and its Subsidiaries, the Loan Parties or value of and title to any other Person party to a Loan DocumentCollateral, 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 BorrowersBorrowers hereunder. 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 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 the Loan Parties or any other Person party to a Loan DocumentBHI and its Subsidiaries. Except for notices, reports, 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties BHI or any other Person party to a Loan Document that of its Subsidiaries which 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 (and Bank Product Provider) acknowledges that none of the Co-Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by any Co-Agent hereinafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofthe Borrower and its Affiliates, shall be deemed to constitute any representation or warranty by any Co-Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider)Lender. Each Lender represents (and by its acceptance of to the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Agent Co-Agents that it has, independently and without reliance upon any Co-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 the Loan Parties or any other Person party to a Loan DocumentBorrower and its Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the BorrowersBorrower. 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 any Co-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 the Loan Parties or any other Person party to a Loan DocumentBorrower. Except for notices, reports, reports and other documents expressly herein required to be furnished to the Lenders by Agentthe Co-Agents, Agent the Co-Agents 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 and other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Borrower which may come into the possession of any of the Co-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 (and Bank Product Providera) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider). Each Lender represents (that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business 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 the Administrative Agent, any Agent-Arranger or any other Lender, or any Related Person or Arranger-Related Person Parties of any of the foregoing, and based on such due diligence, 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 the Loan Parties or any 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 as a Lender, and to extend credit to the Borrowersmake, acquire or hold Loans hereunder. Each Lender also represents (and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Arranger or any other Lender, or any of the Related Person or Arranger-Related Person 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 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 Loan Parties Assumption or any other Person party to a Loan Document. 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties or 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 pursuant to which it shall become a Lender acknowledges (and by its acceptance of the benefits of the Loan Documentshereunder, 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 affairsacknowledged receipt of, and irrespective consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Closing Date. Section 11.07 Administrative Agent, Arrangers, Co-Syndication Agents, Co-Documentation Agents. None of whether such information came in the Persons identified on the cover page to Agent’s or its Affiliates’ or representatives’ possession before or after this Agreement, the date on which such Lender became a party signature pages to this Agreement (or otherwise in this Agreement as a “Co-Syndication Agent”, “Co-Documentation Agent” or “Arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than if such Bank Product Provider entered 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 otherwise in this Agreement as a “Co-Syndication Agent”, “Co- Documentation Agent” or “Arranger” shall have or be deemed to have any fiduciary duty to or fiduciary relationship with any 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 a Bank Product Agreement).this Agreement or in taking or not taking action hereunder. Section 11.08

Credit Decision. Each Lender (and Bank Product Provider) acknowledges that none of --------------- the Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of any Loan Party, the Borrower and its Subsidiaries or any Subsidiary or Affiliate thereofAffiliates, shall be deemed to constitute any representation or warranty by 52. any Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider)Lender. Each Lender represents (and by its acceptance of to 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 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 the Loan Parties or Borrower and any 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 the BorrowersBorrower. 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 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 the Loan Parties or Borrower and any 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 the Agent, the 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 and other condition or creditworthiness of the Loan Parties or Borrower and 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 (and Bank Product Provider) expressly acknowledges that none neither the Agent nor any of the Agentits officers, directors, employees, agents, attorneys-Related Persons in-fact or Arranger-Related Persons other affiliates has made any representation representations or warranty warranties to it, such Lender and that no act by the Agent hereinafter taken, including any review of the affairs of any Loan Party, the Borrower or any Subsidiary or Affiliate thereofGuarantors, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person the Agent to any Lender (or Bank Product Provider)Lender. 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 acknowledges that it has, independently and without reliance upon the Agent, any other Lender or counsel to the Agent-Related Person or Arranger-Related Person , and based on the financial statements of the Borrower or Guarantors and its affiliates, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such due diligence, other documents and information as it has deemed appropriate, made its own appraisal of credit and investigation into the business, prospects, operations, property, financial legal analysis and other condition and creditworthiness of the Loan Parties or any 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 the Borrowerstransaction contemplated hereby. Each Lender also represents (and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) acknowledges that it will, independently and without reliance upon the Agent, any other Lender or counsel to the Agent-Related Person or Arranger-Related Person , and based on such review, advice, documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the 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 Agentthe Agent hereunder, the Agent shall not have any no duty or responsibility to provide any Lender (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties Borrower, any Guarantor or any other Person party to a Loan Document that Affiliate which may come into the possession of any of the Agent-Related Persons Agent or any of its officers, directors, employees, the ArrangerAgents, attorneys-Related Personsin-fact or other affiliates. Each Lender acknowledges (and that the Agent's legal counsel in connection with the transactions contemplated 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 this Agreement is only acting as counsel to the extent, if any, that Agent and is expressly specified herein) not acting as counsel 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)Lender.

Credit Decision. Each Lender (and Bank Product Provider) acknowledges that none of the Administrative Agent and the other Agent-Related Persons or Arranger-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereinafter hereafter taken, including any review of the Project or of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofthe Borrower, shall be deemed to constitute any representation or warranty by any the Administrative Agent or the other Agent-Related Person or Arranger-Related Person Persons to any Lender (or Bank Product Provider)such Lender. Each Lender represents (and by its acceptance of to the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Administrative Agent that it has, independently and without reliance upon any the Administrative Agent or the other Agent-Related Person or Arranger-Related Person Persons 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, propertyProperty, financial and other condition and creditworthiness of the Loan Parties or Borrower, the Project, the value of and title to any other Person party to a Loan DocumentCollateral, and all applicable bank regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the BorrowersBorrower hereunder. 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 any the Administrative Agent or the other 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 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 Loan Parties or any other Person party to a Loan DocumentBorrower and the Project. Except for notices, reports, 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition or creditworthiness of the Loan Parties Project or any other Person party to a Loan Document that of the Borrower which may come into the possession of any of the Agent-Related Persons Administrative Agent or any of the Arrangerother Agent-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 (and Bank Product ProviderHolder, by acceptance of any Note(s) held by it, expressly acknowledges that none of the Agent-Related Persons or ArrangerHolder Representative-Related Persons has made any representation or warranty to it, it and that no act by Agent the Holder Representative hereinafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofHoldings and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person the Holder Representative to any Lender (or Bank Product Provider)Holder. Each Lender represents (and Holder, by its acceptance of any Note(s) held by it, represents to the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Agent Holder Representative that it has, independently and without reliance upon any Agent-Related Person or Arranger-Related Person the Holder Representative 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 Holdings, the Loan Parties or any Borrower and the other Person party to a Loan DocumentSubsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to the BorrowersBorrower hereunder. Each Lender Holder 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 any Agent-Related Person or Arranger-Related Person 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 Loan Parties or any Borrower and the other Person party to a Loan DocumentSubsidiaries. Except for notices, reports, reports and other documents expressly herein required to be furnished to Holdings or the Lenders Borrower by Agentthe Holder Representative, Agent the Holder Representative shall not have any duty or responsibility to provide any Lender (or Bank Product Provider) Holder with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Holdings and its Subsidiaries which 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)Holder Representative.

Credit Decision. Each Lender (and Bank Product Provider) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by the Canadian Administrative Agent hereinafter taken, including any assignment and any review of the affairs of any Loan Partythe Borrowers, or any Subsidiary or Affiliate thereofthe Guarantor and the Guarantor's Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider)Bank. Each Lender Bank represents (and by its acceptance of to the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Canadian Administrative Agent that it has, independently and without reliance upon 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 the Loan Parties or any other Person party to a Loan DocumentBorrowers and their 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 the BorrowersBorrowers hereunder. Each Lender Bank 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 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 the Loan Parties or any other Person party to a Loan DocumentBorrowers. Except for notices, reports, reports and other documents expressly herein required to be furnished to the Lenders Banks by the Canadian Administrative Agent, the Canadian Administrative 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 and other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Borrowers which 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 The Syndication Agent, the Documentation Agent, the Co-Agent and each Lender (and Bank Product Provider) expressly acknowledges that none of the Administrative Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, it and that no act by the Administrative Agent or BOA Canada hereinafter taken, including any review of the affairs of any Loan Partythe Company, the Canadian Company or any Subsidiary or Affiliate thereof, other Loan Party shall be deemed to constitute any representation or warranty by any the Administrative Agent or BOA Canada to such Agent or such Lender. The Syndication Agent, the Documentation Agent, the Co-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider). Each Agent and each Lender represents (to the Administrative Agent and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Agent BOA Canada that it has, independently and without reliance upon any Agent-Related Person the Administrative Agent or Arranger-Related Person BOA Canada and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company, the Canadian Company and each other Loan Parties or any other Person party to a Loan DocumentParty, and all applicable bank regulatory laws relating to the transactions contemplated herebythereby, and made its own decision to enter into this Agreement and to extend credit to the BorrowersCompany and the Canadian Company hereunder. Each The Syndication Agent, the Documentation Agent, the Co-Agent and 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 such party will, independently and without reliance upon any Agent-Related Person the Administrative Agent or Arranger-Related Person 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 the Loan Parties or any other Person party to a Loan DocumentCompany and the Canadian Company. Except for notices, reports, 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties Company or any other Person party to a Loan Document that the Canadian Company which may come into the possession of any of the Administrative 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 (and Bank Product Provider) acknowledges that none of --------------- the Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofBorrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider)Lender. Each Lender represents (and by its acceptance of to 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 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 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 Loan Parties or value of and title to any other Person party to a Loan Documentcollateral, 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 BorrowersBorrower and its Subsidiaries hereunder. 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 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 the Loan Parties or any other Person party to a Loan DocumentBorrower. Except for notices, reports, 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Borrower which 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 (and Bank Product Providera) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider). Each Lender represents (that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business 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 the Administrative Agent, any Agent-Arranger or any other Lender, or any Related Person or Arranger-Related Person Parties of any of the foregoing, and based on such due diligence, 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 the Loan Parties or any 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 as a Lender, and to extend credit to the Borrowersmake, acquire or hold Loans hereunder. Each Lender also represents (and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Arranger or any other Lender, or any of the Related Person or Arranger-Related Person 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 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 Loan Parties Assumption or any other Person party to a Loan Document. 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties or 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 pursuant to which it shall become a Lender acknowledges (and by its acceptance of the benefits of the Loan Documentshereunder, 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 affairsacknowledged receipt of, and irrespective consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Closing Date. Section 11.07 Administrative Agent, Arrangers, Co-Syndication Agents, Co-Documentation Agents. None of whether such information came in the Persons identified on the cover page to Agent’s or its Affiliates’ or representatives’ possession before or after this Agreement, the date on which such Lender became a party signature pages to this Agreement (or otherwise in this Agreement as a “Co-Syndication Agent”, “Co-Documentation Agent” or “Arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than if such Bank Product Provider entered 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 otherwise in this Agreement as a “Co-Syndication Agent”, “Co-Documentation Agent” or “Arranger” shall have or be deemed to have any fiduciary duty to or fiduciary relationship with any 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 a Bank Product Agreement).this Agreement or in taking or not taking action hereunder. 144 #98412540v7

Credit Decision. Each Lender (and Bank Product Provider) acknowledges that none of the --------------- Administrative Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by the Administrative Agent or the Collateral Agent hereinafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereof, the Borrower and its Subsidiaries shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider)Bank. Each Lender Bank represents (to the Administrative Agent and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Collateral Agent that it has, independently and without reliance upon any Agent-Related Person or Arranger-Agent- Related Person and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or Borrower and its Subsidiaries, the value of and title to any other Person party to a Loan DocumentCollateral, 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 BorrowersBorrower hereunder. Each Lender Bank 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 any Agent-Related Person or Arranger-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 Loan Parties or any other Person party to a Loan DocumentBorrower. Except for notices, reports, reports and other documents expressly herein required to be furnished to the Lenders 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Borrower which may come into the possession of any of the Agent-Related Persons or any of the Arranger-Administrative Agent- 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 (and Bank Product Provider) acknowledges that none of the Administrative Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by Administrative Agent hereinafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofthe Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Administrative Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider)Lender. Each Lender represents (and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Administrative Agent that it has, independently and without reliance upon any Administrative 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 the Loan Parties or Borrower and its Subsidiaries, the value of and title to any other Person party to a Loan DocumentCollateral, 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 BorrowersBorrower hereunder. 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 any Administrative 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 the Loan Parties or any other Person party to a Loan DocumentBorrower. Except for notices, reports, 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Borrower which may come into the possession of any of the Administrative 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 (and Bank Product Provider) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by Agent any Agent-Related Person hereinafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofthe Credit Parties and the Credit Party Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider)other Agent-Related Person. Each Lender represents (to the Administrative Agent and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Agent Lead Arranger that it has, independently and without reliance upon any Agent-Related Person or Arranger-Related Person and based on upon such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan DocumentCredit Parties, and all 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 BorrowersBorrower thereunder. 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 willshall, independently and without reliance upon any Agent-Related Person or Arranger-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 the Loan Parties or any other Person party to a Loan DocumentCredit Parties. Except for Bredie Credit Agreement 64 notices, reports, 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition or creditworthiness of the Loan Credit Parties or 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 (and Bank Product Provider) acknowledges that none neither the Administrative Agent nor any of the Agentits Affiliates, officers, directors, employees, agents or attorneys-Related Persons or Arrangerin-Related Persons has fact have made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofthe Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person the Administrative Agent to any Lender (or Bank Product Provider)as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents (and by its acceptance of to the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Administrative Agent that it has, independently and without reliance upon any Agent-Related Person or Arranger-Related Person the Administrative Agent and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan Document, 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 the BorrowersCompany hereunder. 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 any Agent-Related Person or Arranger-Related Person the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan DocumentCompany and its Subsidiaries. Except for notices, reports, reports and other documents expressly herein required to be furnished to the 105 Lenders by the Administrative Agent, the Administrative 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 and other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Company which 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 Administrative 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 businessAffiliates, legalofficers, financial directors, employees, agents 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)attorneys-in-fact.

Credit Decision. Each Lender (and Bank Product Provider) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of any Loan Party, Borrowers and their Subsidiaries or any Subsidiary or Affiliate thereofAffiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider)Lender. 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 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 the Loan Parties or Borrowers and any 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 the to, or otherwise enter into agreements with, 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 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 the Loan Parties or Borrowers and any 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 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 and other condition or creditworthiness of the Loan Parties or Borrowers and 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 (and Bank Product Provider) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by the Agent or the Co-Administrative Agent hereinafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofthe Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider)Lender. Each Lender represents (to the Agent and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Co-Administrative Agent that it has, independently and without reliance upon 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 the Loan Parties or Company and its Subsidiaries, the value of and title to any other Person party to a Loan DocumentCollateral, 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 BorrowersCompany hereunder. 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 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 the Loan Parties or any other Person party to a Loan DocumentCompany. Except for notices, reports, 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Company which 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 (and Bank Product Provider) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by the Servicing Agent hereinafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofthe Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider)Lender. Each Lender represents (and by its acceptance of to the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Servicing Agent that it has, independently and without reliance upon 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 the Loan Parties or Borrower and its Subsidiaries, the value of and title to any other Person party to a Loan DocumentCollateral, 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 BorrowersBorrower hereunder. 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 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 the Loan Parties or any other Person party to a Loan DocumentBorrower. Except for notices, reports, 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Borrower which 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 (and Bank Product Provider) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by Agent any Agent-Related Person hereinafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofthe Credit Parties and the Credit Party Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider)other Agent-Related Person. Each Lender represents (to the Agents and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Agent Lead Arranger that it has, independently and without reliance upon any Agent-Related Person or Arranger-Related Person and based on upon such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan DocumentCredit Parties, and all 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 BorrowersBorrower thereunder. 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 willshall, independently and without reliance upon any Agent-Related Person or Arranger-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 the Loan Parties or any other Person party to a Loan DocumentCredit Parties. Except for notices, reports, reports and other documents expressly herein or in the other Financing Documents required to be furnished to the Lenders by any Agent, Agent no Agent-Related Person 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, propertyProperty, financial and other condition or creditworthiness of the Loan Credit Parties or 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 Credit Agreement (or such Bank Product Provider entered into a Bank Product Agreement).66

Credit Decision. Each Lender (and Bank Product Provider) expressly acknowledges that none neither the Administrative Agent, the Collateral Agent nor any of the AgentCo-Related Persons Agents nor any of their officers, directors, employees, agents, attorneys-in-fact or Arranger-Related Persons Affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent, the Collateral Agent or the Co-Agents hereinafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofthe Borrower, shall be deemed to constitute any representation or warranty by any the Administrative Agent, the Collateral Agent or the Co-Related Person or Arranger-Related Person Agents to any Lender (or Bank Product Provider)Lender. 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 acknowledges that it has, independently and without reliance upon the Administrative Agent, the Collateral Agent, the Co-Agents or any Agent-Related Person or Arranger-Related Person other Lender, and based on such due diligence, 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 the Loan Parties or any 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 the BorrowersAgreement. Each Lender also represents (and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) acknowledges that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, the Co-Agents or any Agent-Related Person or Arranger-Related Person other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking 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 the Loan Parties or any other Person party to a Loan DocumentAgreement. Except for notices, reports, 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of the Loan Parties Borrower or any other Person party to a Loan Document that Subsidiary which may come into the possession of any of the Administrative Agent-Related Persons , the Collateral Agent or any of the ArrangerCo-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 Agents or any of their respective businessofficers, legaldirectors, financial employees, agents, attorneys-in-fact 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 (and Bank Product Provider) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of any Loan Partythe Borrower, or any Subsidiary or Affiliate thereofCHC and their Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider)Lender. Each Lender represents (and by its acceptance of to 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 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 the Loan Parties or Borrower, CHC and their Subsidiaries, the value of and title to any other Person party to a Loan DocumentCollateral, 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 BorrowersBorrower hereunder. 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 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 the Loan Parties or any other Person party to a Loan DocumentBorrower, CHC and their Subsidiaries. Except for notices, reports, 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties Borrower , CHC or any other Person party to a Loan Document that their Subsidiaries which 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 (and Bank Product Provider) Purchaser acknowledges that none of the Collateral Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by Collateral Agent hereinafter taken, including any review of the affairs of any Loan Party, Issuer and its Subsidiaries or any Subsidiary or Affiliate thereofAffiliates, shall be deemed to constitute any representation or warranty by any Collateral Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider)Purchaser. Each Lender Purchaser represents (and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Collateral Agent that it has, independently and without reliance upon any Collateral 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 the Loan Parties Issuer or any 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 the BorrowersIssuer. Each Lender Purchaser 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 any Collateral 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 the Loan Parties Issuer or any other Person party to a Loan Document. Except for notices, reports, and other documents expressly herein required to be furnished to the Lenders Purchasers by Collateral Agent, Collateral Agent shall not have any duty or responsibility to provide any Lender (or Bank Product Provider) Purchaser with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties Issuer or any other Person party to a Loan Document that may come into the possession of any of the Collateral Agent-Related Persons or any of the Arranger-Related Persons. Each Lender Purchaser acknowledges (and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to acknowledge) 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 Lender (or Bank Product Provider) Purchaser with any credit or other information with respect to any Loan PartyIssuer, its Affiliates or any of their respective business, legal, financial or other affairs, and irrespective of whether such information came in to into Collateral Agent’s or its Affiliates’ or representatives’ possession before or after the date on which such Lender Purchaser became a party to this Agreement (or such Bank Product Provider entered into a Bank Product Agreement).

Credit Decision. Each Lender (and Bank Product Provider) expressly acknowledges that none neither Agent nor any other Lender nor any of the Agenttheir Affiliates nor any officer, director, employee, agent or attorney-Related Persons or Arrangerin-Related Persons fact of any of them has made any representation or warranty to it, it and that no act by Agent hereinafter or any other Lender hereafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofBorrower and its Subsidiaries and their Affiliates, shall be deemed to constitute any representation or warranty by Agent or any Agent-Related Person or Arranger-Related Person other Lender to any Lender (or Bank Product Provider)such Lender. 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 and to each other Lender that it has, independently and without reliance upon Agent or any Agent-Related Person or Arranger-Related Person other Lender and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan Document, Borrower and all applicable bank regulatory laws relating to the transactions contemplated hereby, Guarantors and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the BorrowersAgent or any other Lender). 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 or any Agent-Related Person or Arranger-Related Person other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in 106 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 Guarantors (without reliance on the Loan Parties Agent or any other Person party to a Loan DocumentLender). Except for notices, reports, reports and other documents expressly herein required to be furnished to the Lenders by AgentAgent hereunder, 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 and other condition or creditworthiness of the Loan Parties Borrower or any other Person party to a Loan Document that Guarantor which may come into the possession of any of the Agent-Related Persons Agent or any of the Arrangerits officers, directors, employees, agents, attorneys-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 in-fact 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 (and Bank Product Provider) expressly acknowledges that none neither Agent nor any other Lender nor any of the Agenttheir Affiliates nor any officer, director, employee, agent or attorney-Related Persons or Arrangerin-Related Persons fact of any of them has made any representation or warranty to it, it and that no act by Agent hereinafter or any other Lender hereafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofBorrower and its Subsidiaries and their Affiliates, shall be deemed to constitute any representation or warranty by Agent or any Agent-Related Person or Arranger-Related Person other Lender to any Lender (or Bank Product Provider)such Lender. 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 and to each other Lender that it has, independently and without reliance upon Agent or any Agent-Related Person or Arranger-Related Person other Lender and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan Document, Borrower and all applicable bank regulatory laws relating to the transactions contemplated hereby, Guarantors and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the BorrowersAgent or any other Lender). 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 or any Agent-Related Person or Arranger-Related Person other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan DocumentsAgreement, and to make such investigations as it deems 99 necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Loan Parties Agent or any other Person party to a Loan DocumentLender). Except for notices, reports, reports and other documents expressly herein required to be furnished to the Lenders by AgentAgent hereunder, 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 and other condition or creditworthiness of the Loan Parties Borrower or any other Person party to a Loan Document that Guarantor which may come into the possession of any of the Agent-Related Persons Agent or any of the Arrangerits officers, directors, employees, agents, attorneys-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 in-fact 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 (and Bank Product Provider) acknowledges that none of the Administrative Agent and the other Agent-Related Persons or Arranger-Related Persons has not made any representation or warranty to it, and that no act by the Administrative Agent hereinafter hereafter taken, including any review of the Projects or of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofthe Borrowers, shall be deemed to constitute any representation or warranty by any the Administrative Agent or the other Agent-Related Person or Arranger-Related Person Persons to any Lender (or Bank Product Provider)such Lender. Each Lender represents (and by its acceptance of to the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Administrative Agent that it has, independently and without reliance upon any the Administrative Agent or the other Agent-Related Person or Arranger-Related Person Persons 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, propertyProperty, financial and other condition and creditworthiness of the Loan Parties or Borrowers, the Projects, the value of and title to any other Person party to a Loan DocumentCollateral, and all applicable bank regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the BorrowersBorrowers hereunder. 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 any the Administrative Agent or the other 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 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 Loan Parties or any other Person party to a Loan DocumentBorrowers and the Projects. Except for notices, reports, 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition or creditworthiness of the Loan Parties Projects or any other Person party to a Loan Document that of the Borrowers which may come into the possession of any of the Agent-Related Persons Administrative Agent or any of the Arrangerother Agent-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 (and Bank Product Provider) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons has Paying Agent and the Collateral Agent have not made any representation or warranty to it, and that no act by the Paying Agent hereinafter or the Collateral Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of any the Loan Party, or any Subsidiary or Affiliate thereofParties, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Paying Agent or Arranger-Related Person the Collateral Agent to any Lender (as to any matter, including whether the Paying Agent or Bank Product Provider)the Collateral Agent has disclosed material information in its possession. Each Lender represents (to the Paying Agent and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Collateral Agent that it has, independently and without reliance upon any Agent-Related Person the Paying Agent or Arranger-Related Person the Collateral Agent and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated herebyGuarantors, and made its own decision to enter into this Agreement and to extend credit to the BorrowersCompany hereunder. 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 any Agent-Related Person the Paying Agent or Arranger-Related Person the Collateral Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan 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 Loan Parties or any other Person party to a Loan DocumentCompany. Except for notices, reports, 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Company which may come into the possession of any of the Paying Agent or the Collateral 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)as applicable.

Credit Decision. Each Lender (and Bank Product Provider) expressly acknowledges that none of the Administrative Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofthe Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Administrative Agent-Related Person or Arranger-Related Person to any Lender Bank (or Bank Product Provideras to any matter including whether any Administrative Agent-Related Person has disclosed information in its possession). Each Lender Bank represents (and by its acceptance of to the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Administrative Agent that it has, independently and without reliance upon any Administrative 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 the Loan Parties or any other Person party to a Loan DocumentCompany 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 BorrowersCompany hereunder. Each Lender Bank 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 any Administrative 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 the Loan Parties or any other Person party to a Loan DocumentCompany. Except for notices, reports, reports and other documents expressly herein required to be furnished to the Lenders Banks by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Company which may come into the possession of any of the Administrative 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 (and Bank Product Provider) expressly acknowledges that none neither the Administrative Agent nor any of the Agentits Affiliates nor any officer, director, employee, agent, attorney-Related Persons or Arrangerin-Related Persons fact of any of them has made any representation or warranty to it, it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofthe Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person the Administrative Agent to any Lender (or Bank Product Provider)Bank. Each Lender Bank represents (and by its acceptance of to the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any Agent-Related Person or Arranger-Related Person other Bank, 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, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of the Loan Parties or any other Person party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, Borrower and made its own decision to enter into this Agreement and to extend credit to the BorrowersBorrower hereunder. Each Lender Bank 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 the Administrative Agent or any Agent-Related Person or Arranger-Related Person other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan DocumentsAgreement, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of the Loan Parties or any other Person party to a Loan DocumentBorrower. Except for notices, reports, reports and other documents expressly herein required to be furnished to the Lenders Banks by Agentthe Administrative Agent hereunder, the Administrative 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, operationsproperties, propertyoperations or condition, financial or otherwise, and other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Borrower which may come into the possession of any of the Agent-Related Persons Administrative Agent or any of the Arrangerits officers, directors, employees, agents, attorneys-Related Personsin-fact or Affiliates. 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)SECTION 9.07.

Credit Decision. Each Lender (and Bank Product Provider) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of any Loan Party, Parties and the Sponsor Guarantors and their Subsidiaries or any Subsidiary Affiliates or Affiliate thereofthe Sponsor Letter of Credit, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider)Lender. 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 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 Loan Parties, the Loan Parties or Sponsor Guarantors and any 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 the BorrowersBorrower. 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 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 the Loan Parties Borrower or any other Person party to a Loan Document. 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties or 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 (and Bank Product Provider) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by Agent or Collateral Agent hereinafter taken, including any review of the affairs of any Loan Party, Borrower and its Subsidiaries or any Subsidiary or Affiliate thereofAffiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider)Lender. Each Lender represents (to Agent and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Collateral Agent that it has, independently and without reliance upon 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 the Loan Parties or Borrower and any 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 the BorrowersBorrower. 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 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 the Loan Parties or Borrower and any 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 Collateral Agent, neither Agent nor Collateral 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 and other condition or creditworthiness of the Loan Parties or Borrower and 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 (and Bank Product Provider) acknowledges that none of the Administrative Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of any Loan Party, the Company or any Subsidiary or Affiliate thereofthe Lessee, shall be deemed to constitute any representation or warranty by any Administrative Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider)Lender. Each Lender represents (and by its acceptance of to the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Administrative Agent that it has, independently and without reliance upon any Administrative 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 the Loan Parties or Company, the Lessee and the Guarantor, the value of and title to any other Person party to a Loan DocumentCollateral, 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 BorrowersCompany hereunder. 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 any Administrative 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 Operative Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties Company, the Lessee or any other Person party to a Loan Documentthe Guarantor. 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties Company, the Lessee or any other Person party to a Loan Document that the Guarantor which may come into the possession of any of the Administrative 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 (and Bank Product Provider) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons Agent has not made any representation or warranty to it, and that no act by Agent hereinafter hereafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofBorrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person Agent to any Lender (or Bank Product Provider)Lender. 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 any Agent-Related Person or Arranger-Related Person Agent and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan Document, Borrower and all applicable bank regulatory laws relating to the transactions contemplated herebyits Subsidiaries, and made its own decision to enter into this Agreement and to extend credit to the BorrowersBorrower hereunder. 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 any Agent-Related Person or Arranger-Related Person Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan DocumentBorrower and its Subsidiaries. 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 and or other condition or creditworthiness of the Loan Parties Borrower or any other Person party to a Loan Document that its Subsidiaries which 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 (and Bank Product Provider) expressly acknowledges that none neither the Administrative Agent nor any of the Agentits Affiliates or any officer, director, employee, agent, attorney-Related Persons or Arrangerin-Related Persons fact of any of them has made any representation or warranty to it, it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of any Loan Partythe Guarantor and its Subsidiaries, or any Subsidiary or Affiliate thereofincluding the Borrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person the Administrative Agent to any Lender (or Bank Product Provider)Lender. Each Lender represents (and by its acceptance of to the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any Agent-Related Person or Arranger-Related Person other Lender, 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, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of the Loan Parties or any other Person party to a Loan Document, Borrower and all applicable bank regulatory laws relating to the transactions contemplated hereby, Guarantor and made its own decision to enter into this Agreement and to extend credit to the BorrowersBorrower hereunder. 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 the Administrative Agent or any Agent-Related Person or Arranger-Related Person other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan DocumentsAgreement, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of the Loan Parties or any other Person party to a Loan DocumentBorrower and the Guarantor. Except for notices, reports, 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operationsproperties, propertyoperations or condition, financial or otherwise, and other condition or creditworthiness of the Loan Parties Borrower or any other Person party to a Loan Document that the Guarantor which may come into the possession of any of the Agent-Related Persons Administrative Agent or any of the Arrangerits officers, directors, employees, agents, attorneys-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 in-fact 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 (and Bank Product Provider) acknowledges that none neither the Agent nor any of the Agentits Affiliates, officers, directors, employees, agents or attorneys-Related Persons or Arrangerin-Related Persons has fact have made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any consent to and acceptance of any assignment or any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofthe Borrowers and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person the Agent to any Lender (or Bank Product Provider)as to any matter, including whether the Agent has disclosed material information in its possession. Each Lender represents (and by its acceptance of to 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 any Agent-Related Person or Arranger-Related Person the Agent and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and an investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or any other Person party to a Loan Document, Borrowers and its Subsidiaries and all applicable bank Lender regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the BorrowersBorrowers hereunder. 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 any Agent-Related Person or Arranger-Related Person the Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under 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 the Loan Parties or any other Person party to a Loan DocumentBorrowers and its Subsidiaries. Except for notices, reports, 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties Borrowers or any other Person party to a Loan Document that the Joint Obligors which 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 businessAffiliates, legalofficers, financial directors, employees, agents 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)attorneys-in-fact.

Credit Decision. Each Lender (of the LC Issuer and Bank Product Provider) the --------------- Lenders acknowledges that none of the Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofthe Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider)Lender. Each The LC Issuer and each Lender represents (and by its acceptance of to the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Administrative Agent that it has, independently and without reliance upon 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 the Loan Parties or any other Person party to a Loan DocumentBorrower 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 BorrowersBorrower hereunder. 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 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 the Loan Parties or any other Person party to a Loan DocumentBorrower. Except for notices, reports, 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Borrower which 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 (and Bank Product Provider) expressly acknowledges that none of the Agent-Agent or any Arranger or any of their respective Related Persons or Arranger-Related Persons Parties has made any representation or warranty to it, and that no act by the Agent hereinafter or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Loan Party, or Obligor of any Subsidiary or Affiliate thereof, shall be deemed to constitute any representation or warranty by the Agent or any Agent-Related Person or Arranger-Related Person Arranger to any Lender as to any matter, including whether the Agent or any Arranger have disclosed material information in their (or Bank Product Provider)their respective Related Parties’) possession. Each Lender represents (to the Agent and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Agent Arrangers that it has, independently and without reliance upon the Agent, any Agent-Arranger, any other Lender or any of their respective Related Person or Arranger-Related Person Parties and based on such due diligence, 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 the Loan Parties or any other Person party to a Loan DocumentObligors and their Subsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the BorrowersBorrower hereunder. Each Lender also represents (and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) acknowledges that it will, independently and without reliance upon the Agent, any Agent-Arranger, any other Lender or any of their respective Related Person or Arranger-Related Person 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 Loan Parties or any other Person party to a Loan Document. 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties or 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 PersonsObligors. Each Lender acknowledges represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and by its acceptance (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 benefits of foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Loan DocumentsPerson exercising discretion in making its decision to make, each Bank Product Provider shall be deemed to acknowledge) that Agent does not have any duty acquire and/or hold such commercial loans or responsibility, either initially or on a continuing basis (except to the extent, if any, that is expressly specified herein) to provide such Lender (other facilities, is experienced in making, acquiring or Bank Product Provider) with any credit holding such commercial loans or providing such 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)facilities.

Credit Decision. Each Lender (and Bank Product Provider) acknowledges that none of the Agent-Related Persons or Arranger-Related Persons has made any representation or warranty to it, and that no act by the Agent or the Co-Administrative Agent hereinafter taken, including any review of the affairs of any Loan Party, or any Subsidiary or Affiliate thereofthe Company and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person or Arranger-Related Person to any Lender (or Bank Product Provider)Lender. Each Lender represents (to the Agent and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) to Co-Administrative Agent that it has, independently and without reliance upon any Agent-Related Person or Arranger-Related Person and based - 72 - on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties or Company and its Subsidiaries, the value of and title to any other Person party to a Loan Documentcollateral, 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 BorrowersCompany hereunder. 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 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 the Loan Parties or any other Person party to a Loan DocumentCompany. Except for notices, reports, 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 (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Loan Parties or any other Person party to a Loan Document that Company which 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).