Common use of Credit Decision Clause in Contracts

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

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Administrative Agent-in-fact of any of them Related Persons has made any representation or warranty to it and that no act by the Administrative Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries Borrowers and their Affiliates, Subsidiaries shall be deemed to constitute any representation or warranty by the Administrative Agent or to any other Lender to such Lender. Each Lender represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower Borrowers and Guarantors their Subsidiaries, and all applicable Lender regulatory laws relating to the transactions contemplated thereby, and made its own decision to enter into this Agreement and extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Borrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor Borrowers which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Administrative Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by the Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries Holdings, the Company and their AffiliatesSubsidiaries or the Founding Companies, shall be deemed to constitute any representation or warranty by Agent or any other Lender Agent-Related Person to such any Lender. Each Lender represents to the Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower Holdings, the Company and Guarantors their Subsidiaries and the Founding Companies, the value of and title to any Collateral, and all applicable Lender regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Company hereunder. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower Holdings, the Company and Guarantors (without reliance on the Agent or any other Lender)their Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Agent, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower Holdings, the Company or any Guarantor Subsidiary which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Administrative Agent-in-fact of any of them Related Persons has made any representation or warranty to it and that no act by the Administrative Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower the Company and its Subsidiaries and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent or to any other Lender to such Lender. Each Lender represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company and Guarantors its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated thereby, and made its own decision to enter into this Agreement and extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Company hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor the Company which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysany Administrative Agent-in-fact or AffiliatesRelated Person.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it such Lender, and that no act by the Collateral Agent or any other Lender the Administrative Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of Borrower and its Subsidiaries the Obligated Parties and their AffiliatesAffiliates (or any of them), shall be deemed to constitute any representation or warranty by Agent or any other Agent-Related Person to any Lender as to such Lenderany matter, including whether any Agent-Related Person has disclosed material information in its possession. Each Lender represents to Agent and to each other the Agents that such Lender that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it such Lender has deemed appropriate, made its own appraisal of and an investigation into the business, prospects, operations, property, financial and other condition condition, and creditworthiness of Borrower the Obligated Parties and Guarantors their Affiliates, and any Requirement of Law relating to the transactions contemplated hereby, and such Lender has made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it such Lender shall deem appropriate at the time, continue to make its own credit analysis, appraisals appraisals, and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition condition, and creditworthiness of Borrower the Obligated Parties and Guarantors (without reliance on the Agent or any other Lender)their Affiliates. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by Agent hereundereither of the Agents (as applicable), neither Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition condition, or creditworthiness of Borrower any Obligated Party or any Guarantor which of their Affiliates that may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by Agent or any other Lender hereafter Canadian Agent hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries Borrowers and their Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by Agent or any other Lender Agent-Related Person to such any Lender. Each Lender represents to Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and 121 investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower Borrowers and Guarantors 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 Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower Borrowers and Guarantors (without reliance on the Agent or any other Lender)Person party to a Loan Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to Lenders by Agent hereunderAgent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or Borrowers and any Guarantor which other Person party to a Loan Document that may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Disclosure of Information by Administrative Agent. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorneyno Administrative Agent-in-fact of any of them Related Person has made any representation or warranty to it it, and that no act by Administrative Agent or any other Lender hereafter hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of Borrower and its Subsidiaries and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by Agent or any other Administrative Agent-Related Person to any Lender as to such Lenderany matter, including whether Administrative Agent- Related Persons have disclosed material information in their possession. Each Lender, including any Lender by assignment, represents to Administrative Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Administrative Agent- Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)hereunder. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender Administrative Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Borrower. Except for notices, reports and other documents expressly required to be furnished to Lenders by Administrative Agent hereunderherein, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor of its Subsidiaries which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysAdministrative Agent-in-fact or AffiliatesRelated Person.

Credit Decision. Each Lender expressly (and Bank Product Provider) acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them the Agent- Related Persons has made any representation or warranty to it it, and that no act by Administrative Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Parent, any Borrower and its Restricted Subsidiaries and their or Affiliates, shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person to any Lender (or any other Lender to such LenderBank Product Provider). Each Lender represents (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to represent) to Administrative Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender 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 each Borrower or any other Person party to a Loan Document, and Guarantors all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers. Each Lender also represents (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to represent) that it will, independently and without reliance upon Agent or any other Lender 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 AgreementAgreement 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 each Borrower and Guarantors (without reliance on the Agent or any other Lender)Person party to a Loan Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by Agent hereunderAdministrative 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 any Borrower or any Guarantor which other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons. Each Lender acknowledges (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that 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 Borrower, its Affiliates or any of their respective business, legal, financial or other affairs, and irrespective of whether such information came into Administrative Agent's or its officers, directors, employees, 107 agents, attorneys-in-fact Affiliates’ or Affiliatesrepresentatives’ 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 expressly acknowledges that neither none of the Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries and their Affiliates, shall be deemed to constitute any representation or warranty by Agent or any other Lender Agent-Related Person to such any Lender. Each Lender represents to Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower or any other Person party to a Loan Document, and Guarantors all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrower. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Person party to a Loan Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by Agent hereunderAgent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor which other Person party to a Loan Document that may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneys-in-fact or Affiliatesthe Agent Related Persons.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it and that no act by the Administrative Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower the Company and its Subsidiaries and their Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent or to any other Lender to such Lender. Each Lender represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company and Guarantors its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated thereby, and made its own decision to enter into this Agreement and extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it 120 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 Agent or any other Lender)Borrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor the Borrowers which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Administrative Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by the Administrative Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower the Company and its Subsidiaries and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by Agent or any other Lender Administrative Agent-Related Person to such any Lender. Each Lender represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company and Guarantors its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Company hereunder. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender Administrative Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor the Company which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysAdministrative Agent-in-fact or AffiliatesRelated Person.

Credit Decision. Disclosure of Information by --------------------------------------------- Administrative Agent. Each Lender expressly and participant acknowledges that neither Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorneyno -------------------- Administrative Agent-in-fact of any of them Related Person has made any representation or warranty to it it, and that no act by the Administrative Agent or any other Lender hereafter hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Borrower and or any of its Subsidiaries and their or Affiliates, shall be deemed to constitute any representation or warranty by Agent any Administrative Agent-Related Person to any Lender or participant as to any other Lender to such Lendermatter, including whether the Administrative Agent-Related Persons have disclosed material information in their possession. Each Lender, including any Lender by assignment, and each participant represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and Guarantors its 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 Borrower hereunder (without reliance on the Agent or any other Lender)hereunder. Each Lender and participant also represents that it will, independently and without reliance upon Agent or any other Lender Administrative Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and Guarantors (without reliance on the Agent or any other Lender)its Subsidiaries and Affiliates. Except for notices, reports and other documents expressly required to be furnished to Lenders by the Administrative Agent hereunderherein, the Administrative Agent shall not have any duty or responsibility to provide any Lender or participant with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or any Guarantor of its Subsidiaries or Affiliates which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysAdministration Agent-in-fact or AffiliatesRelated Person.

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them has not made any representation or warranty to it it, and that no act by the Administrative Agent or any other Lender hereafter taken, including any consent and acceptance of any assignment or review of the affairs of Borrower and its Subsidiaries and their Affiliatesthe Loan Parties (including the preparation of any materials or reports by the Administrative Agent which may be provided by the Administrative Agent to the Lenders), shall be deemed to constitute any representation or warranty by the Administrative Agent or to any other Lender as to such Lenderany matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that, notwithstanding the fact that such Lender may have received certain materials and reports prepared by the Administrative Agent with respect to each other Lender that the Loan Parties, it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors the Loan Parties, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Borrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of Borrower or any Guarantor the Borrowers which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneys-in-fact or Affiliatesthe Administrative Agent.

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them has not made any representation or warranty to it it, and that no act by the Administrative Agent or any other Lender hereafter taken, including any consent and acceptance of any assignment or review of the affairs of Borrower and its Subsidiaries and their Affiliatesthe Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent or to any other Lender as to such Lenderany matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors the Loan Parties, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Parent and Guarantors (without reliance on the Agent or any other Lender)its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of Borrower the Parent or any Guarantor its Subsidiaries which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneys-in-fact or Affiliatesthe Administrative Agent.

Credit Decision. Each Lender expressly acknowledges that neither Administrative Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them has not made any representation or warranty to it it, and that no act by Administrative Agent or any other Lender hereafter taken, including any consent and acceptance of any assignment or review of the affairs of Borrower and its Subsidiaries and their AffiliatesBorrowers or the other Credit Parties, shall be deemed to constitute any representation or warranty by Administrative Agent or to any other Lender as to such Lenderany matter, including whether Administrative Agent has disclosed material information in its possession. Each Lender represents to Administrative Agent and to each other Lender that it has, independently and without reliance upon Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower Borrowers and Guarantors the other Credit Parties, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreementhereunder and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower Borrowers and Guarantors (without reliance on the Agent or any other Lender)Credit Parties. Except for notices, reports and other documents expressly herein required to be furnished to Lenders by Agent hereunderAdministrative Agent, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of Borrower or any Guarantor Borrowers and the other Credit Parties which may come into the possession of Administrative Agent. Each Lender hereby acknowledges and agrees that it is not entitled to rely upon any notice, report or other document furnished by the Administrative Agent from time to time in connection with this Agreement and the other Loan Documents and the transactions contemplated hereby, and hereby release any and all claims it may have against Administrative Agent or any agent thereof as a result of its officersany reliance by any Lender in any such notice, directorsreport, employees, 107 agents, attorneys-in-fact document or Affiliatesother information furnished by Administrative Agent.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none --------------- of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it such Lender and that no act by any Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries and their Affiliatesthe Borrowers, or any Affiliate thereof, shall be deemed to constitute any representation or warranty by such Agent or to any other Lender to such Lender. Each Lender represents to each Agent and to each other that such Lender that it has, independently and without reliance upon such Agent or any other Lender and based on such documents and information as it such Lender has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial Properties and other condition and the creditworthiness of Borrower the Borrowers and Guarantors all applicable Legal Requirements relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial Properties and other condition and the creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Borrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderany Agent, such Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the businessProperties, prospects, operations, property, financial and other condition or creditworthiness of Borrower the Borrowers or any Guarantor Affiliate of the Borrowers which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

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

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them has and the Collateral Agent have not made any representation or warranty to it it, and that no act by the Administrative Agent or any other Lender the Collateral Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of Borrower and its Subsidiaries and their Affiliatesthe Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Collateral Agent to any other Lender as to such Lenderany matter, including whether the Administrative Agent or the Collateral Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent and to each other Lender the Collateral Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender the Collateral Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors the Loan Parties or the Guarantors, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Company hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender 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 AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent hereunderor the Collateral Agent, as applicable, the Administrative Agent and the Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of Borrower or any Guarantor the Company which may come into the possession of the Administrative Agent or any of its officersthe Collateral Agent, directors, employees, 107 agents, attorneys-in-fact or Affiliatesas applicable.

Credit Decision. Each Lender expressly acknowledges that neither none of the Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower and any Credit Party or its Subsidiaries and their Affiliates, shall be deemed to constitute any representation or warranty by Agent or any other Lender Agent-Related Person to such any Lender. Each Lender represents to Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower each Credit Party and Guarantors 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 Borrower hereunder (without reliance on the Agent or any other Lender)Borrower. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower each Credit Party and Guarantors (without reliance on the Agent or any other Lender)Person party to a Loan Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by Agent hereunderAgent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor which Credit Party and any other Person party to a Loan Document that may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneys-in-fact or Affiliatesthe Agent Related Persons.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by the Agent or any other Lender hereafter the Co-Administrative Agent hereinafter taken, including any review of the affairs of Borrower the Company and its Subsidiaries and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by Agent or any other Lender Agent-Related Person to such any Lender. Each Lender represents to the Agent and to each other Lender the Co-Administrative Agent that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company and Guarantors its Subsidiaries, the value of and title to any Collateral, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Company hereunder. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Agent hereunderor the Co-Administrative Agent, neither the Agent nor the Co-Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor the Company which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Administrative Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by the Administrative Agent or any other Lender hereafter hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of Borrower the Company and its Subsidiaries and their Affiliatesor any Affiliate thereof, shall be deemed to constitute any representation or warranty by Agent or any other Administrative Agent-Related Person to any Lender as to such Lenderany matter, including whether any Agent-Related Person has disclosed material information in its possession. Each Lender represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company and Guarantors its Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Company hereunder. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender Administrative Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor the Company which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Administrative Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneyAdministrative Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by Administrative Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower any Loan Party and its Subsidiaries and their Affiliatesor any inspection or audit, shall be deemed to constitute any representation or warranty by Agent or any other Lender Administrative Agent-Related Person to such any Lender. Each Lender represents to Administrative Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Loan Parties and Guarantors their Subsidiaries, the existence, value of and title to any Collateral, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder (without reliance on the Agent or any other Lender)hereunder. Each Lender also represents covenants that it will, independently and without reliance upon Agent any Administrative Agent-Related Person or any other Lender 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 AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower each Loan Party and Guarantors (without reliance on the Agent or any other Lender)its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderAdministrative Agent, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor Loan Party which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysAdministrative Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Disclosure of Information by the ------------------------------------------------- Administrative Agent. Each Lender expressly Investor and Funding Agent acknowledges -------------------- that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Administrative Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by the Administrative Agent or any other Lender hereafter hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of Borrower and its Subsidiaries and the SPV, the Master Servicer, the Originators or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by any Administrative Agent- Related Person to any Investor or Funding Agent or as to any other Lender to such Lendermatter, including whether the Administrative Agent-Related Persons have disclosed material information in their possession. Each Lender Investor and Funding Agent, including any Investor or Funding Agent by assignment, represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the SPV, the Master Servicer, the Originators or their respective Affiliates, and Guarantors all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)SPV hereunder. Each Lender Investor and Funding Agent also represents that it willshall, independently and without reliance upon Agent or any other Lender Administrative Agent- Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent SPV, the Master Servicer or any other Lender)the Originators. Except for notices, reports and other documents expressly herein required to be furnished to Lenders the Investors or the Funding Agents by the Administrative Agent hereunderherein, the Administrative Agent shall not have any duty or responsibility to provide any Lender Investor or Funding Agent with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower the SPV, the Master Servicer, the Originators or any Guarantor their respective Affiliates which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Administrative Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them the Agent- Related Persons has made any representation or warranty to it it, and that no act by the Administrative Agent or any other Lender hereafter taken, including any review of the affairs of Borrower the Company and its Subsidiaries and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by Agent or any other Lender Agent-Related Person to such any Lender. Each Lender represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company and Guarantors its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Company hereunder. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor the Company which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them has not made any representation or warranty to it it, and that no act by the Administrative Agent or any other Lender hereafter taken, including any consent and acceptance of any assignment or review of the affairs of Borrower and its Subsidiaries and their Affiliatesthe Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent or to any other Lender as to such Lenderany matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors the Loan Parties, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any Company and the other Lender)Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Loan Parties. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of Borrower or any Guarantor the Loan Parties which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneys-in-fact or Affiliatesthe Administrative Agent.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by the Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower any Obligor and its Subsidiaries and their Affiliates, shall be deemed to constitute any representation or warranty by Agent or any other Lender Agent-Related Person to such any Lender. Each Lender represents to the Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Obligors and Guarantors their Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Obligors and Guarantors (without reliance on the Agent or any other Lender)their Affiliates. Except for notices, reports and other documents expressly herein (or in another Loan Document to which the Agent is a party) required to be furnished to the Lenders by Agent hereunderthe Agent, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower any Obligor or any Guarantor of its Affiliates which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender and each Issuing Bank expressly acknowledges that neither the Administrative Agent nor any other Lender nor any of their its Affiliates nor any officer, director, employee, agent or agent, attorney-in-fact of any of them has made any representation or warranty to it and that no act by the Administrative Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of the Borrower and its Subsidiaries and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender or any other Lender to such LenderIssuing Bank. Each Lender and each Issuing Bank represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon the Administrative Agent or any other Lender or Issuing Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of the Borrower and Guarantors and made its own decision to enter into this Agreement and extend credit to the Borrower hereunder (without reliance on the Agent or any other Lender)hereunder. Each Lender and each Issuing Bank also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or Issuing Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operationsproperties, propertyoperations or condition, financial and other condition or otherwise, and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders or the Issuing Banks by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender or Issuing Bank with any credit or other information concerning the business, prospects, operationsproperties, propertyoperations or condition, financial or otherwise, and other condition or creditworthiness of the Borrower or any Guarantor which may come into the possession of Agent the AdministrativeAgent or any of its officers, directors, employees, 107 agents, attorneys-in-fact or Affiliates.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneyAdministrative Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by Administrative Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower Company and its Subsidiaries and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by Agent or any other Lender Administrative Agent-Related Person to such any Lender. Each Lender represents to Administrative Agent and to each other that such Lender that it has, independently and without reliance upon Agent or any other Lender Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness credit worthiness of Borrower Company and Guarantors its Subsidiaries, and all applicable Lender regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Company hereunder. Each Lender also -50- represents that it will, independently and without reliance upon Agent or any other Lender Administrative Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness credit worthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Company. Except for notices, reports and other documents expressly herein required to be furnished to Lenders by Agent hereunderAdministrative Agent, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness credit worthiness of Borrower or any Guarantor Company which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysAdministrative Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it and that no act by the Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of ATSC and the Borrower and its Subsidiaries and their Affiliates, shall be deemed to constitute any representation or warranty by the Agent or to any other Lender to such Lender. Each Lender represents to the Agent and to each other Lender that it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of ATSC and the Borrower and Guarantors its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated thereby, and made its own decision to enter into this Agreement and extend credit to the Borrower hereunder (without reliance on the Agent or any other Lender)hereunder. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Borrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Agent, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or any Guarantor which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by the Administrative Agent or any other Lender hereafter the Collateral Agent, hereinafter taken, including any review of the affairs of Borrower BHI and its Subsidiaries and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by Agent or any other Lender Agent-Related Person to such any Lender. Each Lender represents to the Administrative Agent and to each other Lender the Collateral Agent that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower BHI and Guarantors its Subsidiaries, the value of and title to any Collateral, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower BHI and Guarantors (without reliance on the Agent or any other Lender)its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent hereunderor the Collateral Agent, neither the Administrative Agent nor the Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower BHI or any Guarantor of its Subsidiaries which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither any Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorneyAgent-in-fact of any of them Related Person has made any representation representations or warranty warranties to it and that no act by any Agent or any other Lender hereafter taken, including without limitation any review of the affairs of Borrower and its Subsidiaries and their Affiliatesor any Affiliate of Borrower, shall be deemed to constitute any representation or warranty by such Agent or to any other Lender to such Lender. Each Lender represents to each Agent and to each other Lender that it has, independently and without reliance upon any Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property (including the Property), financial prospects, operations, property, financial and other condition and creditworthiness of the Borrower and Guarantors its Affiliates and made its own decision to make its pro rata share of the Loan hereunder and enter into this Agreement and extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender 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 AgreementAgreement and the other Loan Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, propertyproperty (including the Property), financial prospects , and other condition and creditworthiness of the Borrower and Guarantors (without reliance on the Agent or any other Lender)their Affiliates. Except for notices, reports and other documents expressly required to be furnished to Lenders Lender by any Agent hereunder, no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyproperty (including the Property), condition (financial and other condition or otherwise), prospects or creditworthiness of any Borrower, any Affiliate of any Borrower or any Guarantor which Property that may come into the possession of any Agent or any of its officers, directors, employees, 107 agents, attorneysAgent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them has not made any representation or warranty to it it, and that no act by the Administrative Agent or any other Lender hereafter taken, including any consent and acceptance of any assignment or review of the affairs of Borrower and its Subsidiaries and their Affiliatesthe Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent or to any other Lender as to such Lenderany matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors the Loan Parties, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Co-Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Co-Borrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of Borrower or any Guarantor the Co-Borrowers which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneys-in-fact or Affiliatesthe Administrative Agent.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them the Agent- --------------- Related Persons has made any representation or warranty to it it, and that no act by the Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries the Borrowers and their Affiliates, shall be deemed to constitute any representation or warranty by Agent or any other Lender Agent-Related Person to such any Lender. Each Lender represents to the Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Agent- Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Borrowers and Guarantors their Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrower. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Agent will provide to each Lender (a) any reports or other information which Borrower delivers to Agent in duplicate for distribution to Lenders, and Guarantors (without reliance on the Agent or b) any other Lender)information delivered by Borrower to Agent but only if a Lender makes a reasonable request therefor. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Agent, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor the Borrowers which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by the Agent or any other Lender hereafter the Co-Administrative Agent hereinafter taken, including any review of the affairs of Borrower the Company and its Subsidiaries and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by Agent or any other Lender Agent-Related Person to such any Lender. Each Lender represents to the Agent and to each other Lender the Co-Administrative Agent that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based - 72 - on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company and Guarantors its Subsidiaries, the value of and title to any collateral, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Company hereunder. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Agent hereunderor the Co-Administrative Agent, neither the Agent nor the Co-Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor the Company which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by the Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of the Borrower and its Subsidiaries and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by Agent or any other Lender Agent-Related Person to such any Lender. Each Lender represents to the Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and Guarantors its Subsidiaries, the value of and title to any Collateral, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder (without reliance on the Agent or any other Lender)hereunder. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Borrower. Except for notices, reports and other documents (i) expressly herein required to be furnished to the Lenders by the Agent hereunderor (ii) delivered to the Agent (which the Agent hereby agrees to provide to each Lender) pursuant to Section 3.8 of the Facilities Agreement (or any successor section therein), the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or any Guarantor which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries the Loan Parties, and their Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by Agent or any other Lender Agent-Related Person to such any Lender. Each Lender represents to Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower any Loan Party and Guarantors 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 Borrower hereunder (without reliance on the Agent or any other Lender)Loan Party. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementAgreement and the other Post-Petition Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower any Loan Party and Guarantors (without reliance on the Agent or any other Lender)Person (other than the Lender Group) party to a Loan Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by Agent hereunderAgent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor which Loan Party and any other Person party to a Post-Petition Loan Document that may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Disclosure of Information by Administrative ------------------------------------------------------------ Agent. ----- Each Lender expressly acknowledges that neither Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorneyno Agent-in-fact of any of them Related Person has made any representation or warranty to it it, and that no act by the Administrative Agent or any other Lender hereafter hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of Borrower and its Subsidiaries and their Affiliatesany Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by Agent or any other Agent-Related Person to any Lender as to such Lenderany matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Credit Parties and Guarantors their respective Subsidiaries, and all applicable Requirements of Law relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder (without reliance on the Agent or any other Lender)hereunder. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementCredit Agreement and the other 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 Borrower and Guarantors (without reliance on the Agent or any other Lender)Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderherein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower any of the Credit Parties or any Guarantor of their respective Affiliates which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysAgent-in-fact or AffiliatesRelated Person.

Credit Decision. Each Co-Syndication Agent and each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Administrative Agent-in-fact of any of them Related Persons has made any representation or warranty to it and that no act by the Administrative Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries and their Affiliates, the Company or any other Loan Party shall be deemed to constitute any representation or warranty by the Administrative Agent to a Co-Syndication Agent or any other Lender to such Lender. Each Lender represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company and Guarantors each other Loan Party, and all applicable bank regulatory laws relating to the transactions contemplated thereby, and made its own decision to enter into this Agreement and extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Company hereunder. Each Co-Syndication Agent and each Lender also represents that it such party will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide either Co-Syndication Agent or any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor the Company which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Administrative Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges Purchaser has entered into this Agreement after its own negotiations with the Company and is and will continue to be solely responsible for its own independent appraisal of and investigations into the financial condition, creditworthiness, affairs and nature of the Company and all other credit and banking matters relative to this Agreement and the other Transaction Documents. Each Purchaser confirms to Agent that neither Agent nor any other Lender nor any of their Affiliates nor any officerit has not relied, directorand will not hereafter rely, employeeon Agent: (a) to check or inquire on its behalf into the adequacy, agent accuracy or attorney-in-fact completeness of any of them has made any representation information provided by the Company under or warranty to it in connection with this Agreement or the transactions herein contemplated and that no act each Purchaser shall be responsible for obtaining directly from the Company, through requests made by Agent to the Company on its behalf, such information, documents or other information as each Purchaser deems necessary from time to time; or (b) to assess or keep under review on its behalf the financial condition, creditworthiness, affairs or nature of the Company, the Subsidiaries or their respective properties or any other Lender hereafter takencredit or banking matters relative to this Agreement. A copy of this Agreement including all Schedules hereto has been, including any review of the affairs of Borrower and its Subsidiaries and their Affiliates, shall be deemed to constitute any representation or warranty by Agent or any other Lender prior to such Lender. Each Lender represents to Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors and made its own decision to enter Purchaser entering into this Agreement will be, made available to each Purchaser for review by it and extend credit each Purchaser is, or will be, satisfied with the form and substance of this Agreement including all Schedules hereto; and Agent is not liable in any way to Borrower hereunder (without reliance on such Purchaser in respect thereof or in respect of the Agent accuracy or completeness of any other Lender). Each Lender also represents that it willinformation or data, independently and without reliance upon Agent financial or otherwise, made available to such Purchaser in connection with the negotiation of this Agreement or for any other Lender and based on such documents and information as it shall deem appropriate at statements, warranties or representations whether made in writing or orally made in connection with the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under negotiation of this Agreement, 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 Agent or any other Lender). Except for notices, reports and other documents expressly required to be furnished to Lenders by Agent hereunder, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneys-in-fact or Affiliates.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any --------------- none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it and that no act by the Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower Holdings and its Subsidiaries and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by the Agent or to any other Lender to such Lender. Each Lender represents to the Agent and to each other Lender that it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower Holdings and Guarantors its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated thereby, and made its own decision to enter into this Agreement and extend credit to the Borrower hereunder (without reliance on the Agent or any other Lender)hereunder. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower Holdings and Guarantors (without reliance on the Agent or any other Lender)its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Agent, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor the Borrower, Holdings and their Subsidiaries which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Disclosure of Information by the ------------------------------------------------- Administrative Agent. -------------------- Each Lender expressly acknowledges that neither Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorneyno Agent-in-fact of any of them Related Person has made any representation or warranty to it it, and that no act by the Administrative Agent or any other Lender hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Borrower and its Subsidiaries and their Affiliatesor any Affiliate thereof, shall be deemed to constitute any representation or warranty by Agent or any other Agent-Related Person to any Lender as to such Lenderany matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and Guarantors their respective Subsidiaries, and all applicable bank or other regulatory Requirement of Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder (without reliance on the Agent or any other Lender)hereunder. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementCredit Agreement and the other Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderherein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or any Guarantor of their respective Affiliates which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysAgent-in-fact or AffiliatesRelated Person.

Credit Decision. Each Lender expressly acknowledges that neither the Agent nor any other Lender nor any of their Affiliates nor any officerits officers, directordirectors, employeeemployees, agent or attorneyagents, attorneys-in-fact of any of them or other affiliates has made any representation representations or warranty warranties to it such Lender and that no act by the Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries the Borrower, the Guarantors, the other Loan Parties and their Affiliatesaffiliates, shall be deemed to constitute any representation or warranty by the Agent or to any other Lender to such Lender. Each Lender represents to Agent and to each other Lender acknowledges that it has, independently and without reliance upon Agent or the Agent, any other Lender or counsel to the Agent, and based on the financial statements of the Borrower, the Guarantors, the other Loan Parties and their affiliates, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate, made its own appraisal of credit and investigation into the business, prospects, operations, property, financial legal analysis and other condition and creditworthiness of Borrower and Guarantors and made its own decision to enter into this Agreement and extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)transaction contemplated hereby. Each Lender also represents acknowledges that it will, independently and without reliance upon Agent or the Agent, any other Lender or counsel to the Agent, and based on such review, advice, documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and 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 Agent or any other Lender)Loan Documents. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower the Borrower, any Guarantor, any other Loan Party or any Guarantor other Affiliate which may come into the possession of the Agent or any of its officers, directors, employees, 107 agentsthe Agents, attorneys-in-fact or Affiliatesother affiliates. Each Lender acknowledges that the Agent's legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Agent and is not acting as counsel to such Lender.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by the Administrative Agent or any other Lender hereafter taken, including any review of the affairs of Borrower the Company and its Subsidiaries and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by Agent or any other Lender Agent-Related Person to such any Lender. Each Lender represents confirms to the Administrative Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company and Guarantors its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Company hereunder. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor the Company which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or Affiliates.Related Persons. -107- 116

Credit Decision. Each Lender expressly Financing Party acknowledges that neither Agent nor none of the Agents or the Agent-Related Persons, the Bookrunner or any other Lender nor any of their Affiliates nor any officerMandated Lead Arranger (collectively, director, employee, agent or attorney-in-fact of any of them the “Applicable Group”) has made any representation or warranty to it it, and that no act by any member of the Applicable Agent or any other Lender hereafter taken, including any review of the Project or of the affairs of any Borrower and its Subsidiaries and their AffiliatesParty, shall be deemed to constitute any representation or warranty by Agent or any other Lender member of the Applicable Group to such Lenderany Financing Party. Each Lender Financing Party represents to Agent and to each other Lender member of the Applicable Group that it has, independently and without reliance upon Agent or any other Lender member of the Applicable Group and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of each Borrower Party, the Pledgor, the Project, the value of and Guarantors title to any Collateral, and all applicable bank regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder (without reliance on the Agent or any other Lender)hereunder. Each Lender Financing Party also represents that it will, independently and without reliance upon Agent or any other Lender member of the Applicable Group and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementCredit Agreement and the other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, propertyProperty, financial and or other condition and creditworthiness of each Borrower Party, the Pledgor, the Project, the value of and Guarantors (without reliance on title to any Collateral, and all applicable bank regulatory Laws relating to the Agent or any other Lender)transaction contemplated hereby. Except for notices, reports and other documents expressly required pursuant to any Financing Document to be furnished to Lenders the Financing Parties by Agent hereunderthe Agents, Agent no member of the Applicable Group shall not have any duty or responsibility to provide any Lender Financing Party with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition or creditworthiness of the Project, the Borrower Parties or the Pledgor, the value of and title to any Guarantor Collateral, and all applicable bank regulatory Laws relating to the transaction s contemplated hereby which may come into the possession of any Agent or any member of its officers, directors, employees, 107 agents, attorneys-in-fact or Affiliatesthe Applicable Group.

Credit Decision. Each The Syndication Agent, the Documentation Agent, the Co-Agent and each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Administrative Agent-in-fact of any of them Related Persons has made any representation or warranty to it and that no act by the Administrative Agent or any other Lender hereafter BOA Canada hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries and their Affiliatesthe Company, the Canadian Company or any other Loan Party shall be deemed to constitute any representation or warranty by the Administrative Agent or any other Lender BOA Canada to such Agent or such Lender. Each The Syndication Agent, the Documentation Agent, the Co-Agent and each Lender represents to the Administrative Agent and to each other Lender BOA Canada that it has, independently and without reliance upon the Administrative Agent or any other Lender BOA Canada and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company, the Canadian Company and Guarantors each other Loan Party, and all applicable bank regulatory laws relating to the transactions contemplated thereby, and made its own decision to enter into this Agreement and extend credit to Borrower hereunder (without reliance on the Company and the Canadian Company hereunder. The Syndication Agent, the Documentation Agent, the Co-Agent or any other Lender). Each and each Lender also represents that it such party will, independently and without reliance upon the Administrative Agent or any other Lender 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 AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company and Guarantors (without reliance on the Agent or any other Lender)Canadian Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent hereunderor BOA Canada, neither the Administrative Agent nor BOA Canada shall not have any duty or responsibility to provide the Syndication Agent, the Documentation Agent, the Co-Agent or any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower the Company or any Guarantor the Canadian Company which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Administrative Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly (and Bank Product Provider) acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower Parent and its its, Intermediate Holdings or any of their respective Subsidiaries and their or Affiliates, shall be deemed to constitute any representation or warranty by Agent any Agent-Related Person to any Lender (or any other Lender to such LenderBank Product Provider). Each Lender represents (and by entering into a Bank Product Agreement, 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 other Lender Agent-Related Person and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower Parent, any of itsIntermediate Holdings, any of their respective Subsidiaries or any other Person party to a Loan Document, and Guarantors all applicable bank and other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrower. Each Lender also represents (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to represent) that it will, independently and without reliance upon Agent or any other Lender 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 AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent Parent, any of itsIntermediate Holdings or any of their respective Subsidiaries or any other Lender)Person party to a Loan Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by Agent hereunderAgent, 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 Borrower Parent, any of itsIntermediate Holdings or any Guarantor which of their respective Subsidiaries or any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons. Each Lender acknowledges (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that Agent does not have any duty or responsibility, either initially or on a continuing basis (except to the extent, if any, that is expressly specified herein) to provide such Lender (or Bank Product Provider) with any credit or other information with respect to Parent, itsIntermediate Holdings or any of their respective Subsidiaries, its officersAffiliates or any of their respective business, directorslegal, employeesfinancial or other affairs, 107 agents, attorneys-in-fact and irrespective of whether such information came into Agent’s or its Affiliates’ or representatives’ possession before or after the date on which such Lender became a party to this Agreement (or such Bank Product Provider entered into a Bank Product Agreement).

Credit Decision. Each Lender expressly acknowledges that neither no Co-Agent nor any other Lender nor or any of their its Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them has made any representation or warranty to it it, and that no act by any Co- Agent or any other Lender hereafter taken, including any review of the affairs of Borrower and its Subsidiaries and their Affiliatesany Loan Party, shall be deemed to constitute any representation or warranty by any Co-Agent or any Lender. No Co-Agent shall be required to keep itself informed as to the performance or observance by any Lender of this Agreement or any of the other Lender Credit Documents or any other document referred to such Lenderor provided for herein or therein or to inspect the properties or books of any Loan Party. Each Lender represents to each Co-Agent and to each other Lender that it has, independently and without reliance upon any Co-Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Loan Parties, and Guarantors all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)hereunder. Each Lender also represents that it will, independently and without reliance upon any Co- Agent or any other Lender 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 AgreementAgreement or any other Credit Document, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Loan Parties. Except for notices, reports and other documents and information expressly herein required to be furnished to the Lenders by Agent hereunderany Co-Agent, no Co- Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the businessbusi- ness, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor the Loan Parties which may come into the possession of any Co-Agent or any of its officers, directors, employees, 107 agents, attorneys-in-fact or AffiliatesAffili- ates.

Credit Decision. Each Lender expressly acknowledges that neither the Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them has not made any representation or warranty to it it, and that no act by Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower Salant and its Subsidiaries and their or Affiliates, shall be deemed to dee▇▇▇ ▇▇ constitute any representation or warranty by Agent or to any other Lender to such Lender. Each Lender represents to Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial financing and other condition and creditworthiness of Borrower Borrowers and Guarantors any other Person (other than any Lender) party to any of the other Financing Agreements, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and any of the other Financing Agreements, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial financing and other condition and creditworthiness of Borrower Borrowers and Guarantors any other Person (without reliance on the Agent other than any Lender) party to this Agreement or any of the other Lender)Financing Agreements. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderAgent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower Borrowers and any other Person party to this Agreement or any Guarantor which of the other Financing Agreements that may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneys-in-fact or AffiliatesAgent.

Credit Decision. Compliance with Margin Regulations. Each Lender expressly Bank acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Administrative Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by the Administrative Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower the Company and its Subsidiaries and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by Agent any Administrative Agent-Related Person to any Bank to any matter, including compliance by any Bank or any other Lender to such Lenderthis credit facility with the Margin Regulations. Each Lender Bank represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company and Guarantors its Subsidiaries, and all applicable bank regulatory laws (including without limitation, the Margin Regulations) relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Company hereunder. Each Lender Bank also represents that it will, independently and without reliance upon Agent or any other Lender Administrative Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company and Guarantors (without reliance on to maintain compliance with the Agent or any other Lender)Margin Regulations. Except for notices, reports and other documents expressly herein required to be furnished to Lenders the Banks by Agent hereunderthe Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower the Company or any Guarantor the Margin Regulations which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Administrative Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Disclosure of Information by the Agent or Collateral Agent. Each Lender expressly acknowledges that neither the Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them the Collateral Agent has made any representation representations or warranty warranties to it and that no act by the Agent or any other Lender hereafter Collateral Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of Borrower and its Subsidiaries and their Affiliatesany Facility Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Agent or Collateral Agent to any other Lender as to such Lenderany matter, including whether the Agent or Collateral Agent has disclosed material information in its possession. Each Lender represents to the Agent and to each other Lender Collateral Agent that it has, independently and without reliance upon the Agent, the Collateral Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospectsassets, operations, property, financial and other condition condition, prospects and creditworthiness of Borrower the Facility Parties, and Guarantors all requirements of Applicable Law, and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent, the Collateral Agent or any other Lender 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 AgreementAgreement and the other Loan Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospectsassets, operations, property, financial and other condition conditions, prospects and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)each Facility Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent or Collateral Agent hereunder, neither the Agent nor the Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneys-in-fact or Affiliates.or

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent, the Collateral Agent nor any other Lender of the Co-Agents nor any of their Affiliates nor any officerofficers, directordirectors, employeeemployees, agent or attorneyagents, attorneys-in-fact of any of them or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent, the Collateral Agent or any other Lender hereafter the Co-Agents hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries and their Affiliatesthe Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent, the Collateral Agent or the Co-Agents to any other Lender to such Lender. Each Lender represents to Agent and to each other Lender acknowledges that it has, independently and without reliance upon Agent the Administrative Agent, the Collateral Agent, the Co-Agents or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors and made its own decision to enter into this Agreement and extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Agreement. Each Lender also represents acknowledges that it will, independently and without reliance upon Agent the Administrative Agent, the Collateral Agent, the Co-Agents or any other Lender 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 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 Agent or any other Lender). Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, neither the Administrative Agent, the Collateral Agent nor any of the Co-Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of the Borrower or any Guarantor Subsidiary which may come into the possession of the Administrative Agent, the Collateral Agent or any of its the Co-Agents or any of their officers, directors, employees, 107 agents, attorneys-in-fact or Affiliates.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them the Agent- Related Persons has made any representation or warranty to it it, and that no act by Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries Borrowers and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by Agent or any other Lender Agent- Related Person to such any Lender. Each Lender represents to Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower Borrowers and Guarantors their Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementAgreement and the Ancillary Agreements, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Borrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor Borrowers which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly Bank acknowledges that neither none of the Administrative Agent- Related Persons or Documentation Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them - Related Persons has made any representation or warranty to it it, and that no act by any Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower the Company and its Subsidiaries and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by Agent any Administrative Agent-Related Person or Documentation Agent-Related Person, as the case may be, to any other Lender to such LenderBank. Each Lender Bank represents to Agent and to each other Lender the Agents that it has, independently and without reliance upon Agent any Administrative Agent-Related Person or any other Lender Documentation Agent-Related Person, as the case may be, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company and Guarantors its Subsidiaries, the value of and title to any Collateral, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Company hereunder. Each Lender Bank also represents that it will, independently and without reliance upon Agent any Administrative Agent- Related Person or any other Lender Documentation Agent-Related Person, as the case may be, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Company. Except for notices, reports and other documents expressly herein required to be furnished to Lenders the Banks by Agent hereunderthe any Agent, no Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor the Company which may come into the possession of Agent or any of its officersthe Administrative Agent- Related Persons or Documentation Agent-Related Person, directors, employees, 107 agents, attorneys-in-fact or Affiliatesas the case may be.

Credit Decision. Each Lender expressly acknowledges that neither the Agent nor any other Lender nor any of their Affiliates nor any officerits Affiliates, directorofficers, employeedirectors, agent employees, agents or attorneyattorneys-in-fact of any of them has have made any representation or warranty to it it, and that no act by the Agent or any other Lender hereafter hereinafter taken, including any consent to and acceptance of any assignment or any review of the affairs of Borrower the Borrowers and its Subsidiaries and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by the Agent or to any other Lender as to such Lenderany matter, including whether the Agent has disclosed material information in its possession. Each Lender represents to the Agent and to each other Lender that it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and an investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Borrowers and Guarantors its Subsidiaries and all applicable Lender regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under in accordance with this AgreementAgreement and the other Credit Line documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Borrowers and Guarantors (without reliance on the Agent or any other Lender)its Subsidiaries. Except for notices, reports and other documents Operative Documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Agent, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower the Borrowers or any Guarantor the Joint Obligors which may come into the possession of any of the Agent or any of its their Affiliates, officers, directors, employees, 107 agents, agents or attorneys-in-fact or Affiliatesfact.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by the Administrative Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries the Obligated Parties and their Affiliates, shall be deemed to constitute any representation or warranty by Agent or any other Lender Agent-Related Person to such any Lender. Each Lender represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition condition, and creditworthiness of Borrower the Obligated Parties and Guarantors their Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender 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 appraisals, and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition condition, and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Obligated Parties. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition condition, or creditworthiness of Borrower or any Guarantor Obligated Party which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Administrative Agent-in-fact of any of them Related Persons has made any representation or warranty to it and that no act by the Administrative Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of the Borrower and its Subsidiaries and their Affiliates, Parties shall be deemed to constitute any representation or warranty by the Administrative Agent or to any other Lender to such Lender. Each Lender represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Parent and Guarantors its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated thereby, and made its own decision to enter into this Agreement and extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of any Borrower and Guarantors (without reliance on the Agent or any other Lender)Party. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Guarantor Party which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Administrative Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them has not made any representation or warranty to it it, and that no act by the Administrative Agent or any other Lender hereafter taken, including any consent and acceptance of any assignment or review of the affairs of Borrower and its Subsidiaries and their Affiliatesthe MPW Companies, shall be deemed to constitute any representation or warranty by the Administrative Agent or to any other Lender as to such Lenderany matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors the MPW Companies, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Borrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of Borrower or any Guarantor the Borrowers which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneys-in-fact or Affiliatesthe Administrative Agent.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by the Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries the Borrowers and their Affiliates, shall be deemed to constitute any representation or warranty by Agent or any other Lender Agent-Related Person to such any Lender. Each Lender represents to the Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, POST-PETITION LOAN AGREEMENT - Page 107 property, financial and other condition condition, and creditworthiness of Borrower the Borrowers and Guarantors their Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender 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 appraisals, and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition condition, and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Borrowers. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Agent, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition condition, or creditworthiness of any Borrower or any Guarantor which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

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

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it and that no act by the Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries and their Affiliatesthe Borrowers, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender confirms to the Agent that it has not relied, and will not rely hereafter, on the Agent to check or inquire on such Lender's behalf into the adequacy, accuracy or completeness of any information provided by either of the Borrowers or any other Lender Person under or in connection with the Loan Documents or the transactions herein contemplated (whether or not the information has been or is hereafter distributed to such LenderLender by the Agent). Each Lender represents to the Agent and to each other Lender that it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Borrowers, and Guarantors all applicable bank regulatory laws relating to the transactions contemplated thereby, and made its own decision to enter into this Agreement and extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers under and pursuant to this Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Borrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Agent, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor the Borrowers which may come into the possession of any of the Agent-Related Persons. The Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations or warranties, recitals or statements made herein or therein or made in any written or oral statements, or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by the Agent to the Lenders or by or on behalf of the Borrowers to the Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of its officersthe Borrowers or any other Person liable for the payment of any Obligations, directorsnor shall the Agent be required to ascertain or inquire as to the performance or observance of any of the terms, employeesconditions, 107 agentsprovisions, attorneys-in-fact covenants or Affiliatesagreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event of Default.

Credit Decision. Each Lender expressly Bank acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by the Agent or any other Lender hereafter hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of Borrower the Company and its Subsidiaries and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by Agent or any other Lender Agent-Related Person to such Lenderany Bank as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender Bank represents to the Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company and Guarantors its Subsidiaries, and all applicable bank regulatory laws 89 Credit Agreement - Idex Corporation 97 relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Company and its Subsidiaries hereunder. Each Lender Bank also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Company. Except for notices, reports and other documents expressly herein required to be furnished to Lenders the Banks by Agent hereunderthe Agent, the Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor the Company which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender Bank expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it and that no act by the Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries the Borrowers, Old USI and their Affiliates, Subsidiaries shall be deemed to constitute any representation or warranty by the Agent or to any other Lender to such LenderBank. Each Lender Bank represents to the Agent and to each other Lender that it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Borrowers, Old USI and Guarantors their Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated thereby, and made its own decision to enter into this Agreement and extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers hereunder. Each Lender Bank also represents that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Borrowers, Old USI and Guarantors (without reliance on the Agent or any other Lender)their Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to Lenders the Banks by Agent hereunderthe Agent, the Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor the Borrowers, Old USI and their Subsidiaries which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneyAgent-in-fact of any of them Related Persons has made any representation or warranty to it such Lender and that no act by Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries and their Affiliatesthe Borrowers, any asset manager, or any Subsidiary or Affiliate thereof, shall be deemed to constitute any representation or warranty by Agent or to any other Lender to such Lender. Each Lender represents to Agent and to each other that such Lender that it has, independently and without reliance upon Agent or any other Lender and based on such documents and information as it such Lender has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertyproperties, financial and other condition and creditworthiness of Borrower each Borrower, and Guarantors all applicable bank regulatory laws relating to the transactions contemplated thereby, and made its own decision to enter into this Agreement and extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, propertyproperties, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)each Borrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderAgent, Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyproperties, financial and other condition or creditworthiness of any Borrower or any Guarantor Subsidiary or Affiliate thereof which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysAgent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly Financing Party acknowledges that neither Agent nor none of the Agents or the Agent-Related Persons, any other Lender nor Joint Bookrunner or any of their Affiliates nor any officerMandated Lead Arranger (collectively, director, employee, agent or attorney-in-fact of any of them the “Applicable Group”) has made any representation or warranty to it it, and that no act by any member of the Applicable Agent or any other Lender hereafter taken, including any review of the Project or of the affairs of any Borrower and its Subsidiaries and their AffiliatesParty, shall be deemed to constitute any representation or warranty by Agent or any other Lender member of the Applicable Group to such Lenderany Financing Party. Each Lender Financing Party represents to Agent and to each other Lender member of the Applicable Group that it has, independently and without reliance upon Agent or any other Lender member of the Applicable Group and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of each Borrower Party, the Pledgor, the Project, the value of and Guarantors title to any Collateral, and all applicable bank regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower hereunder (without reliance on the Agent or any other Lender)hereunder. Each Lender Financing Party also represents that it will, independently and without reliance upon Agent or any other Lender member of the Applicable Group and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementCredit Agreement and the other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, propertyProperty, financial and or other condition and creditworthiness of each Borrower Party, the Pledgor, the Project, the value of and Guarantors (without reliance on title to any Collateral, and all applicable bank regulatory Laws relating to the Agent or any other Lender)transaction contemplated hereby. Except for notices, reports and other documents expressly required pursuant to any Financing Document to be furnished to Lenders the Financing Parties by Agent hereunderthe Agents, Agent no member of the Applicable Group shall not have any duty or responsibility to provide any Lender Financing Party with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition or creditworthiness of the Project, the Borrower Parties or the Pledgor, the value of and title to any Guarantor Collateral, and all applicable bank regulatory Laws relating to the transaction s contemplated hereby which may come into the possession of any Agent or any member of its officers, directors, employees, 107 agents, attorneys-in-fact or Affiliatesthe Applicable Group.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Administrative Agent-in-fact of any of them Related Persons has made any representation or warranty to it and that no act by the Administrative Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower the Company and its Subsidiaries and their Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent or to any other Lender to such Lender. Each Lender represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company and Guarantors its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated thereby, and made its own decision to enter into this Agreement and extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of any Borrower and Guarantors (without reliance on the Agent or any other Lender)Party. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Guarantor Party which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Administrative Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender Bank expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it and that no act by the Administrative Agent or any other Lender hereafter taken, including any review of the affairs of Borrower the Borrowers, and its Subsidiaries and each of their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent or to any other Lender to such LenderBank. Each Lender Bank represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has -------------------------------------------------------------------------------- Page 69 -------------------------------------------------------------------------------- deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Borrowers, and Guarantors each of the Subsidiaries of the Borrowers, and all applicable bank regulatory laws relating to the transactions contemplated thereby, and made its own decision to enter into this Agreement and extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers hereunder. Each Lender Bank also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Borrowers. Except for notices, reports and other documents expressly herein required to be furnished to Lenders the Banks by the Administrative Agent hereunder(which shall be deemed to include documents delivered to the Administrative Agent with sufficient copies for each Bank pursuant to Sections 4.01, 6.01 and 6.02), the Administrative Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor the Borrowers which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither Administrative Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them has not made any representation or warranty to it it, and that no act by Administrative Agent or any other Lender hereafter taken, including any consent and acceptance of any assignment or review of the affairs of Borrower and its Subsidiaries and their AffiliatesBorrowers or the other Credit Parties, shall be deemed to constitute any representation or warranty by Administrative Agent or to any other Lender as to such Lenderany matter, including whether Administrative Agent has disclosed material information in its possession. Each Lender represents to Administrative Agent and to each other Lender that it has, independently and without reliance upon Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower Borrowers and Guarantors the other Credit Parties, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreementhereunder and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower Borrowers and Guarantors (without reliance on the Agent or any other Lender)Credit Parties. Except for notices, reports and other documents expressly herein required to be furnished to Lenders by Agent hereunderAdministrative Agent, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of Borrower or any Guarantor Borrowers and the other Credit Parties which may come into the possession of Administrative Agent. Each Lender hereby acknowledges and agrees that it is not entitled to rely upon any notice, report or other document furnished by Administrative Agent from time to time in connection with this Agreement and the other Loan Documents and the transactions contemplated hereby, and hereby release any and all claims it may have against Administrative Agent or any agent thereof as a result of its officersany reliance by any Lender in any such notice, directorsreport, employees, 107 agents, attorneys-in-fact document or Affiliatesother information furnished by Administrative Agent.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it such Lender, and that no act by the Agent or any other Lender hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of Borrower and its Subsidiaries the Obligated Parties and their Affiliates, shall be deemed to constitute any representation or warranty by Agent or any other Agent-Related Person to any Lender as to such Lenderany matter, including whether any Agent-Related Person has disclosed material information in its possession. Each Lender represents to the Agent and to each other that such Lender that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it such Lender has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition condition, and creditworthiness of Borrower the Obligated Parties and Guarantors their Affiliates, and any Requirement of Law relating to the transactions contemplated hereby, and such Lender has made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Obligated Parties hereunder. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it such Lender shall deem appropriate at the time, continue to make its own credit analysis, appraisals appraisals, and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition condition, and creditworthiness of Borrower the Obligated Parties and Guarantors (without reliance on the Agent or any other Lender)their Affiliates. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Agent, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition condition, or creditworthiness of any Borrower or any Guarantor which of their Affiliates that may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender Counterparty expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it and that no act by the Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries and their Affiliatesa Transaction Party, shall be deemed to constitute any representation or warranty by the Agent or to any other Lender to such LenderCounterparty. Each Lender Counterparty represents to the Agent and to each other Lender that it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Transaction Parties, and Guarantors all applicable Counterparty regulatory laws relating to the transactions contemplated thereby, and made its own decision to enter into this Guarantee Agreement and extend credit to the Borrower hereunder (without reliance on the Agent or any other Lender)under and pursuant to this Swap Agreements. Each Lender Counterparty also represents that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementGuarantee Agreement and the other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Subsidiary Guarantors. Except for notices, reports and other documents expressly herein required to be furnished to Lenders the Counterparties by Agent hereunderthe Agent, the Agent shall not have any duty or responsibility to provide any Lender Counterparty with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor the Subsidiary Guarantors, which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by the Administrative Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of the Borrower and its Subsidiaries and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by Agent or any other Lender Agent-Related Person to such any Lender. Each Lender represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Guarantor, the Borrower and Guarantors its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder (without reliance on the Agent or any other Lender)hereunder. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Borrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Guarantor or the Borrower or any Guarantor which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by Agent or any other Lender hereafter Collateral Agent hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries and their or Affiliates, shall be deemed to constitute any representation or warranty by Agent or any other Lender Agent-Related Person to such any Lender. Each Lender represents to Agent and to each other Lender Collateral Agent that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors 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 Borrower hereunder (without reliance on the Agent or any other Lender)Borrower. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Person (other than the Lender Group) party to a Loan Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by Collateral Agent, neither Agent hereunder, nor Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or and any Guarantor which other Person party to a Loan Document that may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneyAdministrative Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by Administrative Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries the Borrowers and their Affiliates, shall be deemed to constitute any representation or warranty by Agent or Administrative Agent-Related Person to any other Lender to such Lender. Each Lender represents to Administrative Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Borrowers and Guarantors their Affiliates, and all applicable bankruptcy and bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender Administrative Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other DIP Financing Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Borrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderAdministrative Agent, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Guarantor which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysAdministrative Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe --------------- Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by Agent or any other Lender hereafter the Agents hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries the Borrowers and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by Agent or any other Lender Agent-Related Person to such any Lender. Each Lender represents to Agent and to each other Lender the Agents that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Borrowers and Guarantors their Subsidiaries, the value of and title to any Collateral, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementCredit Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Borrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Agents, Agent the Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor the Borrowers which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them has not made any representation or warranty to it it, and that no act by the Administrative Agent or any other Lender hereafter taken, including any consent and acceptance of any assignment or review of the affairs of Borrower and its Subsidiaries and their Affiliatesthe Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent or to any other Lender as to such Lenderany matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors the UTi Group Companies, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder (without reliance on the Agent or any other Lender)hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)each UTi Group Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of Borrower or any Guarantor UTi Group Company which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneys-in-fact or Affiliatesthe Administrative Agent.

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

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other the Lender nor any of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them Representative has not made any representation or warranty to it it, and that no act by Agent or any other the Lender Representative hereafter taken, including any review of the affairs of Borrower and its Subsidiaries and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by Agent or the Lender Representative to any other Lender to such Lender. Each Lender represents to Agent and to each other the Lender Representative that it has, independently and without reliance upon Agent or any other the Lender Representative and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors its Subsidiaries, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)hereunder. Each Lender also represents that it will, independently and without reliance upon Agent or any other the Lender 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 AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Lender Representative, Agent the Lender Representative shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of Borrower or any Guarantor its Subsidiaries which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneys-in-fact or Affiliatesthe Lender Representative.

Credit Decision. Each Lender Bank and each Issuing Bank expressly acknowledges that neither Agent nor any other Lender nor any of their Affiliates nor any officerthe Administrative Agent-Related Persons, director, employee, agent or attorney-in-fact of any of them has the Agents and the Lead Arrangers have not made any representation or warranty to it it, and that no act by Agent the Administrative Agent-Related Persons, the Agents or any other Lender the Lead Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Borrower and its Subsidiaries and their Affiliatesthe Company or any Affiliate thereof, shall be deemed to constitute any representation or warranty by Agent Administrative Agent-Related Persons, the Agents or the Lead Arrangers to any Bank or any other Lender Issuing Bank as to such Lenderany matter, including whether the Administrative Agent-Related Persons, the Agents and the Lead Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender Bank and each Issuing Bank represents to Agent the Administrative Agent-Related Persons, the Agents and to each other Lender the Lead Arrangers that it has, independently and without reliance upon Agent the Administrative Agent-Related Persons, the Agents, the Lead Arrangers, any other Bank or any other Lender of their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company and Guarantors its Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Company hereunder. Each Lender Bank and each Issuing Bank also represents acknowledges that it will, independently and without reliance upon Agent the Administrative Agent-Related Persons, the Agents, the Lead Arrangers, any other Bank or any other Lender of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company. Each Bank and Guarantors each Issuing Bank represents and warrants that (without reliance on i) the Agent Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Bank or Issuing Bank for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Bank or Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other Lender)type of financial instrument, and each Bank and each Issuing Bank agrees not to assert a claim in contravention of the foregoing. Except for noticesEach Bank and each Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, reports acquire and/or hold commercial loans and other documents expressly required to be furnished to Lenders by Agent hereunder, Agent shall not have any duty or responsibility to provide any Lender with any credit other facilities set forth herein, as may be applicable to such Bank or such Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other information concerning the businessfacilities, prospectsis experienced in making, operations, property, financial and acquiring or holding such commercial loans or providing such other condition or creditworthiness of Borrower or any Guarantor which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneys-in-fact or Affiliatesfacilities.

Credit Decision. Each The Syndication Agent, the Documentation Agent, the Co-Agent and each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Administrative Agent-in-fact of any of them Related Persons has made any representation or warranty to it and that no act by the Administrative Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries and their Affiliates, the Company or any other Loan Party shall be deemed to constitute any representation or warranty by the Administrative Agent to such Agent or any other Lender to such Lender. Each The Syndication Agent, the Documentation Agent, the Co-Agent and each Lender represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company and Guarantors each other Loan Party, and all applicable bank regulatory laws relating to the transactions contemplated thereby, and made its own decision to enter into this Agreement and extend credit to Borrower hereunder (without reliance on the Company hereunder. The Syndication Agent, the Documentation Agent, the Co-Agent or any other Lender). Each and each Lender also represents that it such party will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide the Syndication Agent, the Documentation Agent, the Co-Agent or any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor the Company which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Administrative Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither the Administrative Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them has not made any representation or warranty to it it, and that no act by the Administrative Agent or any other Lender hereafter taken, including any consent and acceptance of any assignment or review of the affairs of Borrower and its Subsidiaries and their Affiliatesthe Loan Parties or LSV, shall be deemed to constitute any representation or warranty by the Administrative Agent or to any other Lender as to such Lenderany matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors the Loan Parties or LSV, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Company hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company and Guarantors (without reliance on the Agent or any other Lender)LSV. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of Borrower the Company or any Guarantor LSV which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneys-in-fact or Affiliatesthe Administrative Agent.

Credit Decision. Each Lender expressly acknowledges that neither the Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them has not made any representation or warranty to it it, and that no act by the Agent or any other Lender hereafter taken, including any review of the affairs of the Borrower and its Subsidiaries and their Affiliatesthe other Loan Parties, shall be deemed to constitute any representation or warranty by the Agent or to any other Lender to such Lender. Each Lender represents to the Agent and to each other Lender that it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and Guarantors the other Loan Parties, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder (without reliance on the Agent or any other Lender)hereunder. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Loan Parties. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Agent, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of Borrower or any Guarantor Loan Party which may come into the possession of the Agent. . Whether or not the transactions contemplated hereby are consummated, each Lender shall indemnify (based on such Lender’s Pro Rata Share) the Agent and its managers, directors, officers, employees, attorneys and agents against (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of the LEGAL02/39661241v2LEGAL02/39709302v6 Borrower to do so), and shall hold the Agent and such other Persons harmless from, any and all losses, claims, taxes (other than an Excluded Tax) damages and liabilities and related reasonable expenses (provided such “reasonable” qualifier shall not apply with respect to costs and expenses of Agent incurred during the existence of an Event of Default), including counsel fees and expenses, incurred by the Agent or any such other Person arising out of, in any way connected with, or as a result of: (a) the use of any of the proceeds of the Term Loan; (b) this Agreement or any other Loan Document, (c) the transactions contemplated by this Agreement or any other Loan Document, (d) the ownership and operation of any Loan Party’s assets, including all Real Properties and improvements or any Contract or the performance by any Loan Party of its obligations under any Contract; (e) any finder’s fee, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions contemplated by this Agreement or any other Loan Document which arises or is alleged to arise from any agreement, action or conduct of any Loan Party or any of its Affiliates or Sponsor Affiliates, and/or (f) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not the Agent, or any of its directors, officers, directorsmanagers, employees, 107 agentsattorneys or agents are a party thereto; provided that such indemnity provided to any such Person shall not apply to any such losses, attorneysclaims, damages, liabilities or related expenses to the extent arising solely from the willful misconduct or gross negligence of such Person as determined by a final, non-in-fact appealable judgment of a court of competent jurisdiction. All amounts due under this Section 10.07 shall be payable on written demand therefor. Without limitation of the foregoing, each Lender shall reimburse the Agent upon demand for its Pro Rata Share of any Agent Advances and of any costs or Affiliatesout‑of‑pocket expenses (including legal costs and expenses) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 10.07 shall survive repayment of the Term Loan, cancellation of the Notes, any foreclosure under, or modification, release or discharge of, the Collateral Agreement or any or all of the Loan Documents, termination of this Agreement and the resignation or replacement of the Agent.

Credit Decision. Each Lender Holder, by acceptance of any Note(s) held by it, expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Holder Representative-in-fact of any of them Related Persons has made any representation or warranty to it and that no act by Agent or any other Lender hereafter the Holder Representative hereinafter taken, including any review of the affairs of Borrower Holdings and its Subsidiaries and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by Agent or the Holder Representative to any other Lender to such LenderHolder. Each Lender Holder, by acceptance of any Note(s) held by it, represents to Agent and to each other Lender the Holder Representative that it has, independently and without reliance upon Agent or any other Lender the Holder Representative and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings, the Borrower and Guarantors the other Subsidiaries, and all applicable laws relating to the transactions contemplated thereby, and made its own decision to enter into this Agreement and extend credit to the Borrower hereunder (without reliance on the Agent or any other Lender)hereunder. Each Lender Holder also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementAgreement and the other Operative Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings, the Borrower and Guarantors (without reliance on the Agent or any other Lender)Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to Lenders Holdings or the Borrower by Agent hereunderthe Holder Representative, Agent the Holder Representative shall not have any duty or responsibility to provide any Lender Holder with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor Holdings and its Subsidiaries which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneys-in-fact or Affiliatesthe Holder Representative.

Credit Decision. Each Lender expressly acknowledges that neither the Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them has not made any representation or warranty to it it, and that no act by Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower and its their Subsidiaries and their or Affiliates, shall be deemed to constitute any representation or warranty by Agent or to any other Lender to such Lender. Each Lender represents to Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial financing and other condition and creditworthiness of Borrower Borrowers and Guarantors any other Person (other than any Lender) party to any of the other Financing Agreements, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and any of the other Financing Agreements, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial financing and other condition and creditworthiness of Borrower Borrowers and Guarantors any other Person (without reliance on the Agent other than any Lender) party to this Agreement or any of the other Lender)Financing Agreements. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderAgent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower Borrowers and any other Person party to this Agreement or any Guarantor which of the other Financing Agreements that may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneys-in-fact or AffiliatesAgent.

Credit Decision. Each Lender expressly Bank acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by the Canadian Administrative Agent or any other Lender hereafter hereinafter taken, including any assignment and any review of the affairs of Borrower the Borrowers, the Guarantor and its Subsidiaries and their the Guarantor's Affiliates, shall be deemed to constitute any representation or warranty by Agent or any other Lender Agent-Related Person to such Lenderany Bank. Each Lender Bank represents to the Canadian Administrative Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Borrowers and Guarantors 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 Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers hereunder. Each Lender Bank also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Borrowers. Except for notices, reports and other documents expressly herein required to be furnished to Lenders the Banks by Agent hereunderthe Canadian Administrative Agent, the Canadian Administrative Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor the Borrowers which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them has not made any representation or warranty to it it, and that no act by Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower and or its Subsidiaries and their Affiliatesaffiliates, shall be deemed to constitute any representation or warranty by Agent or to any other Lender to such Lender. Each Lender represents to Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors any other Person party to a Loan Document, and all applicable laws and regulations relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrower. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Person party to a Loan Document. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by Agent hereunderAgent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or and any Guarantor which other Person party to a Loan Document that may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneys-in-fact or AffiliatesAgent.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by the Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of the Borrower and its Subsidiaries and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by Agent or any other Lender Agent-Related Person to such any Lender. Each Lender represents to the Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Agent- Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and Guarantors its Subsidiaries, the value of and title to any Collateral, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder (without reliance on the Agent or any other Lender)and its Subsidiaries hereunder. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Borrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Agent, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or any Guarantor which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it such Lender, and that no act by the Administrative Agent or any other Lender hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of Borrower and its Subsidiaries the Obligated Parties and their Affiliates, shall be deemed to constitute any representation or warranty by Agent or any other Agent-Related Person to any Lender as to such Lenderany matter, including whether any Agent-Related Person has disclosed material information in its possession. Each Lender represents to the Administrative Agent and to each other that such Lender that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it such Lender has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition condition, and creditworthiness of Borrower the Obligated Parties and Guarantors their Affiliates, and any Requirement of Law relating to the transactions contemplated hereby, and such Lender has made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it such Lender shall deem appropriate at the time, continue to make its own credit analysis, appraisals appraisals, and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition condition, and creditworthiness of Borrower the Obligated Parties and Guarantors (without reliance on the Agent or any other Lender)their Affiliates. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition condition, or creditworthiness of Borrower any Obligated Party or any Guarantor which of their Affiliates that may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by the Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of the Borrower and its Subsidiaries and their Affiliates, shall be deemed to constitute any representation or warranty by Agent or any other Lender Agent-Related Person to such any Lender. Each Lender represents to the Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and Guarantors 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 Borrower hereunder (without reliance on the Agent or any other Lender)Borrower. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and Guarantors (without reliance on the Agent or any other Lender)its Affiliates. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Agent, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or any Guarantor and its Affiliates which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Disclosure of Information by Administrative ____________________________________________________________ Agent. Each Lender expressly Bank acknowledges that neither Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorneyno Administrative Agent-in-fact of any of them Related Person _____ has made any representation or warranty to it it, and that no act by the Administrative Agent or any other Lender hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of Borrower and its Subsidiaries and their Affiliatesor Affiliates thereof, shall be deemed to constitute any representation or warranty by Agent or any other Lender Administrative Agent-Related Person to such Lenderany Bank as to any matter, including whether Administrative Agent-Related Persons have disclosed material information in their possession. Each Lender Bank represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and Guarantors its Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder (without reliance on the Agent or any other Lender)hereunder. Each Lender Bank also represents that it will, independently and without reliance upon Agent or any other Lender Administrative Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Borrower. Except for notices, reports and other documents expressly required to be furnished to Lenders the Banks by the Administrative Agent hereunderherein, the Administrative Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor of its Affiliates which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysAdministrative Agent-in-fact or AffiliatesRelated Person.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Administrative Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by the Administrative Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower Holdings and its Subsidiaries and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by Agent or any other Lender Administrative Agent-Related Person to such any Lender. Each Lender represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower Holdings and Guarantors its Subsidiaries, the value of and title to any Collateral, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Loan Party hereunder. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender Administrative Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Loan Party. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower Holdings or any Guarantor Subsidiary which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Administrative Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneyAdministrative Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by Administrative Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of the Borrower and its Subsidiaries and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by Agent or any other Lender Administrative Agent-Related Person to such any Lender. Each Lender represents to Administrative Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and Guarantors its Subsidiaries, the value of and title to any Collateral, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder (without reliance on the Agent or any other Lender)hereunder. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender Administrative Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Borrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderAdministrative Agent, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or any Guarantor which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysAdministrative Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly Bank acknowledges that neither the Administrative Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them has not made any representation or warranty to it it, and that no act by the Administrative Agent or any other Lender hereafter taken, including any consent and acceptance of any assignment or review of the affairs of Borrower and its Subsidiaries and their Affiliatesthe Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent or to any other Lender Bank as to such Lenderany matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender Bank represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and 1334249 02994831 53 creditworthiness of Borrower and Guarantors the Borrower, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder (without reliance on the Agent or any other Lender)hereunder. Each Lender Bank also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other 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 Borrower and Guarantors (without reliance on the Agent or any other Lender)Borrower. Except for notices, reports and other documents expressly herein required to be furnished to Lenders the Banks by Agent hereunderthe Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and or other condition or creditworthiness of the Borrower or any Guarantor which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneys-in-fact or Affiliatesthe Administrative Agent.

Credit Decision. Each Lender expressly acknowledges that neither none of the Agent nor or any other Lender nor Arranger or any of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them respective Related Parties has made any representation or warranty to it it, and that no act by the Agent or any other Lender Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Borrower and its Subsidiaries and their Affiliatesany Obligor of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Agent or any other Arranger to any Lender as to such Lenderany matter, including whether the Agent or any Arranger have disclosed material information in their (or their respective Related Parties’) possession. Each Lender represents to the Agent and to each other Lender the Arrangers that it has, independently and without reliance upon Agent or the Agent, any Arranger, any other Lender or any of their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Obligors and Guarantors their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder (without reliance on the Agent or any other Lender)hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon Agent or the Agent, any Arranger, any other Lender or any of their respective Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Obligors. Each Lender represents and Guarantors warrants that (without reliance on i) the Agent Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other Lender)type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Except for noticesEach Lender represents and warrants that it is sophisticated with respect to decisions to make, reports acquire and/or hold commercial loans and other documents expressly required to be furnished to Lenders by Agent hereunder, Agent shall not have any duty or responsibility to provide any Lender with any credit other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other information concerning the businessfacilities, prospectsis experienced in making, operations, property, financial and acquiring or holding such commercial loans or providing such other condition or creditworthiness of Borrower or any Guarantor which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneys-in-fact or Affiliatesfacilities.

Credit Decision. Each Lender Holder, by acceptance of any Subordinated Note(s) held by it, expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Holder Representative-in-fact of any of them Related Persons has made any representation or warranty to it and that no act by Agent or any other Lender hereafter the Holder Representative hereinafter taken, including any review of the affairs of Borrower the Company and its Subsidiaries and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by Agent or the Holder Representative to any other Lender to such LenderHolder. Each Lender Holder, by acceptance of any Subordinated Note(s) held by it, represents to Agent and to each other Lender the Holder Representative that it has, independently and without reliance upon Agent or any other Lender the Holder Representative and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company and Guarantors its Subsidiaries, and all applicable laws relating to the transactions contemplated thereby, and made its own decision to enter into this Agreement and extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Company hereunder. Each Lender Holder also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementAgreement and the other Transaction Agreements, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company and Guarantors (without reliance on the Agent or any other Lender)its Subsidiaries. Except for notices, reports and other documents expressly herein required to be furnished to Lenders the Company by Agent hereunderthe Holder Representative, Agent the Holder Representative shall not have any duty or responsibility to provide any Lender Holder with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor the Company and its Subsidiaries which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneys-in-fact or Affiliatesthe Holder Representative.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Administrative Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by Administrative Agent or any other Lender hereafter taken, including any review of the affairs of Borrower and Lessee, its Subsidiaries and their AffiliatesSubsidiaries, HCS I or HCS II, shall be deemed to constitute any representation or warranty by Agent or any other Lender Administrative Agent-Related Person to such any Lender. Each Lender represents to Administrative Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and any investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower Lessee, its Subsidiaries, HCS I and Guarantors HCS II, the value of and title to any Collateral, and all applicable bank regulatory laws relating to the transactions contemplated hereby and by the other Operative Documents, and made its own decision to enter into this Loan Agreement and to extend credit to the Borrower hereunder (without reliance on and otherwise to Lessee under the Agent or any other Lender)Operative Documents. Each Lender also represents that it will, will independently and without reliance upon Agent or any other Lender Administrative Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementLoan Agreement and the other Operative Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Lessee. Except for notices, reports and other documents expressly required to be furnished to the Lenders by Administrative Agent hereunderherein or in any other Operative Documents, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor Lessee which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Administrative Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly Bank acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it it, and that no act by the Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower the Company and its Subsidiaries and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by Agent or any other Lender Agent-Related Person to such Lenderany Bank. Each Lender Bank represents to the Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company and Guarantors its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder (without reliance on the Agent or any other Lender)hereunder. Each Lender Bank also represents that it will, independently and without reliance upon Agent or any other Lender 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, the other Loan Documents and any other documents executed by either Borrower or any Guarantor in connection with this Agreement, 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 Agent or any other Lender)Borrower. Except for notices, reports and other documents expressly herein required to be furnished to Lenders the Banks by Agent hereunderthe Agent, the Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower the Company or any Guarantor of its Subsidiaries which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Disclosure of Information by Administrative Agent. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorneyno Administrative Agent-in-fact of any of them Related Person has made any representation or warranty to it it, and that no act by Administrative Agent or any other Lender hereafter hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of Borrower and its Subsidiaries and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by Agent or any other Administrative Agent-Related Person to any Lender as to such Lenderany matter, including whether Administrative Agent- Related Persons have disclosed material information in their possession. Each Lender, including any Lender by assignment, represents to Administrative Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)hereunder. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender Administrative Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and Guarantors (without reliance on the Agent or any other Lender)Borrower. Except for notices, reports and other documents expressly required to be furnished to Lenders by Administrative Agent hereunderherein, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any Guarantor of its Subsidiaries which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysAdministrative Agent-in-fact or AffiliatesRelated Person.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Administrative Agent-in-fact of any of them Related Persons has made any representation or warranty to it and that no act by the Administrative Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower the Company and its Subsidiaries and their Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent or to any other Lender to such Lender. Each Lender represents to the Administrative Agent and to each other Lender that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company and Guarantors its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated thereby, and made its own decision to enter into this Agreement and extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of any Borrower and Guarantors (without reliance on the Agent or any other Lender)Party. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Guarantor Party which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Administrative Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. Each Lender expressly Bank acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorney-in-fact of any of them the Agent- Related Persons has made any representation or warranty to it it, and that no act by any Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower the Company and its Subsidiaries and their AffiliatesSubsidiaries, shall be deemed to constitute any representation or warranty by Agent or any other Lender Agent-Related Person to such Lenderany Bank. Each Lender Bank represents to Agent and to each other Lender the Agents that it has, independently and without reliance upon Agent or any other Lender Agent- Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company and Guarantors its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Company and its Subsidiaries hereunder. Each Lender Bank also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Company, the Borrower, the Guarantors and Guarantors (without reliance on all other parties to the Agent or any other Lender)Loan Documents. Except for notices, reports and other documents expressly herein required to be furnished to Lenders the Banks by Agent hereunderthe Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower the Company or any Guarantor its Subsidiaries which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.

Credit Decision. DISCLOSURE OF INFORMATION BY AGENT. Each Lender expressly Bank acknowledges that neither Agent nor any other Lender nor any of their Affiliates nor any officer, director, employee, agent or attorneyno Agent-in-fact of any of them Related Person has made any representation or warranty to it it, and that no act by any Co-Agent or any other Lender hereafter taken, including any consent to and acceptance by the Administrative Agent of any assignment or any review of the affairs of Borrower and its Subsidiaries and their Affiliatesany Obligor or any Affiliate thereof, shall be deemed to constitute any representation or warranty by Agent or any other Lender Agent-Related Person to such Lenderany Bank as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender Bank represents to each Co-Agent and to each other Lender that it has, independently and without reliance upon Agent or any other Lender Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower the Obligors and Guarantors their respective Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder (without reliance on the Agent or any other Lender)hereunder. Each Lender Bank also represents that it will, independently and without reliance upon Agent or any other Lender 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 AgreementAgreement and the other Financing Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and Guarantors (without reliance on the Agent or any other Lender)Obligors. Except for notices, reports and other documents expressly required to be furnished to Lenders the Banks by the Administrative Agent hereunderherein, no Co-Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower any of the Obligors or any Guarantor of their respective Affiliates which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysAgent-in-fact or AffiliatesRelated Person.

Credit Decision. Each Lender expressly acknowledges that neither Agent nor any other Lender nor any none of their Affiliates nor any officer, director, employee, agent or attorneythe Agent-in-fact of any of them Related Persons has made any representation or warranty to it such Lender and that no act by the Agent or any other Lender hereafter hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries and their Affiliatesthe Company, the REIT, the Operating Partnership, any Subsidiary, or any Common Stockholder shall be deemed to constitute any representation or warranty by the Agent or to any other Lender to such Lender. Each Lender represents to the Agent and to each other that such Lender that it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it such Lender has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertyProperties, financial and other condition and creditworthiness of Borrower the Company, the REIT, the Operating Partnership, Subsidiary, or Common Stockholder and Guarantors all applicable lender regulatory laws relating to the transactions contemplated thereby (including, without limitation, applicable margin regulations), and made its own decision to enter into this Agreement and extend credit to Borrower hereunder (without reliance on the Agent or any other Lender)Company hereunder. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, propertyProperties, financial and other condition and creditworthiness of Borrower the Company, the REIT, the Operating Partnership, the Subsidiaries and Guarantors (without reliance on the Agent or any other Lender)Common Stockholders. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent hereunderthe Agent, Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyProperties, financial and other condition or creditworthiness of Borrower or any Guarantor the Company, the REIT, the Operating Partnership, the Subsidiaries and Common Stockholders which may come into the possession of Agent or any of its officers, directors, employees, 107 agents, attorneysthe Agent-in-fact or AffiliatesRelated Persons.