Common use of Non-Reliance on Administrative Agent and Other Lenders Clause in Contracts

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation or warranty to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) 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, properties, financial and other condition and creditworthiness of Everest Group and its Subsidiaries and made its own decision to enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) 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 hereunder and under the other Credit Documents and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, properties, financial and other condition and creditworthiness of Everest Group and its Subsidiaries. Except as expressly provided in this Agreement and the other Credit Documents, the Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information concerning the business, prospects, operations, properties, financial or other condition or creditworthiness of Everest Group, its Subsidiaries or any other Person that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation or warranty to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group AHL and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) 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, properties, financial and other condition and creditworthiness of Everest Group AHL and its Subsidiaries and made its own decision to enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) 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 hereunder and under the other Credit Loan Documents and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, properties, financial and other condition and creditworthiness of Everest Group AHL and its Subsidiaries. Except as expressly provided in this Agreement and the other Credit Loan Documents, the Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information concerning the business, prospects, operations, properties, financial or other condition or creditworthiness of Everest Group, AHL or its Subsidiaries or any other Person that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person that affiliate of a Loan Party which may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Revolving Credit Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder and under the other Credit Documents applicable Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact attorneys‑in‑fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact attorneys‑in‑fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each ------------------------------------------------------ Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or Affiliates other affiliates has made any representation representations or warranty warranties to it such Lender and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its SubsidiariesBorrower or Affiliate of Borrower, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent Lender, for itself, agrees that (i) it has, independently and without reliance upon the on Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal credit analysis of and investigation into the business, prospects, operations, properties, financial and other condition and creditworthiness of Everest Group Borrower and its Subsidiaries Affiliates and made its own decision to enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) that it will, independently and without reliance upon the Administrative 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 analysis and decisions in taking or not taking action hereunder and under this Agreement or under any other Loan Document. Subject to the other Credit Documents and provisions of the first sentence of Section 9.9, Administrative Agent shall not be required to make such investigation as it deems necessary to inform keep itself informed as to the businessperformance or observance by Borrower of this Agreement or any of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its Affiliates. Except for notices, prospects, operations, properties, financial reports and other condition documents and creditworthiness of Everest Group and its Subsidiaries. Except information expressly required to be furnished to the Lenders by Administrative Agent hereunder or as expressly provided in this Agreement otherwise agreed by Administrative Agent and the other Credit DocumentsLenders, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesaffairs, financial or other condition or creditworthiness business of Everest Group, its Subsidiaries Borrower or any other Person of its Affiliates that may at any time come into the possession of the Administrative Agent or any of its officersAffiliates. Without limiting the foregoing, directorsAdministrative Agent shall not, employeesexcept as expressly set forth herein and in the other Loan Documents, agentshave any duty to disclose, attorneys-in-fact and shall not be liable for the failure to disclose, any information relating to Borrower or Affiliatesany of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the Issuing Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has Related Parties have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender and the Issuing Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement Agreement. Each Lender and extend credit to the Borrowers hereunder, and (ii) Issuing Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir Affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person Affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or AffiliatesRelated Parties.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person that affiliate of a Loan Party which may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Party expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderLender Party. Each Lender Party represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 118 Sunshine (National) – Credit Agreement Agent or any other Lender Party, and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder or issue Letters of Credit, as applicable, and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender Party also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLender Parties by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender Party with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation or warranty to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties 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, properties, financial and other condition and creditworthiness of Everest Group and its Subsidiaries and made its own decision to enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any 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 and under the other Credit Documents and or thereunder. The Agents shall not be required to make such investigation as it deems necessary to inform itself keep themselves informed as to the businessperformance or observance by the Borrower or any of its Subsidiaries of this Agreement, prospectsthe Loan Documents, operations, properties, financial and or any other condition and creditworthiness document referred to or provided for herein or to inspect the Properties or books of Everest Group and its the Loan Parties or the Subsidiaries. Except as for notices, reports, and other documents and information expressly provided in this Agreement and required to be furnished to the other Credit Documents, Lenders by the Administrative Agent hereunder, no Agent shall have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any an credit or other information concerning the business, prospects, operations, propertiesaffairs, financial condition, or other condition or creditworthiness business of Everest Group, its Subsidiaries the Loan Parties (or any other Person that of their Affiliates) which may at any time come into the possession of the Administrative such Agent or any of its officersAffiliates. In this regard, directorseach Lender acknowledges that Xxxxxx & Xxxxxx L.L.P. is acting in this transaction as special counsel to the Administrative Agent only, employees, agents, attorneys-in-fact except that to the extent otherwise expressly stated in any legal opinion or Affiliatesany Loan Document. Each other party hereto will consult with its own legal counsel to the extent that it deems necessary in connection with the Loan Documents and the matters contemplated therein.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower or any other Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower and its Subsidiaries the other Loan Parties and made its own decision to make its Extensions of Credit hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group and its Subsidiaries. Except as expressly provided in this Agreement the Borrower and the other Credit DocumentsLoan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries the Borrower or any other Person that Loan Party which may at any time come into the possession of the Administrative Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower, the Canadian Borrower, any Guarantor or any other Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower, the Canadian Borrower, any Guarantor and its Subsidiaries any other Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower, the Canadian Borrower, any Guarantor and its Subsidiariesany other Credit Party. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, properties, financial or other condition condition, prospects or creditworthiness of Everest Groupthe Borrower, its Subsidiaries the Canadian Borrower, any Guarantor or any other Person Credit Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrowers or any other Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group and its Subsidiaries any Borrower and made its own decision to make its Revolving Credit Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group and its Subsidiaries. Except as expressly provided in this Agreement any Borrower or any of the other Loan Parties and the other Credit DocumentsLoan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Borrower or any of the other Person that Loan Parties which may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower or the Lessee, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower and its Subsidiaries the Lessee and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Operative Agreements, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower, the Lessee and its Subsidiariesthe Guarantor. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Groupthe Borrower, its Subsidiaries the Lessee or any other Person that the Guarantor which may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person that affiliate of a Loan Party which may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative Agent or any other Lender Lender, bookrunner or arranger and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir Affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the Lenders by the Administrative Agent hereunder or under the other Credit Loan Documents, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person Affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder and under the other Credit Documents applicable Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Term Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower, any Guarantor or any other Credit Party shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group and its Subsidiaries Holdings, the Borrower, any Guarantor or any other Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group and its SubsidiariesHoldings, the Borrower, any Guarantor or any other Credit Party. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, properties, financial or other condition condition, prospects or creditworthiness of Everest GroupHoldings, its Subsidiaries the Borrower, any Guarantor or any other Person Credit Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Party expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderLender Party. Each Lender Party represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative Agent or any other Lender Party, and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder or issue Letters of Credit, as applicable, and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender Party also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLender Parties by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender Party with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Party expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation 106 Yards Creek – Credit Agreement or warranty by the Administrative Agent to any LenderLender Party (including with respect to any determination that applicable “know your customer” and anti-money laundering policies of any Lender Party are satisfied). Each Lender Party represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative Agent or any other Lender Party, and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their Affiliates and made its own decision to make its Loans hereunder or issue Letters of Credit, as applicable, and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender Party also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action hereunder under this Agreement and under the other Credit Documents Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir Affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLender Parties by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender Party with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person Affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither any of the Administrative Agent Agents nor any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative any Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower or any affiliate of the Borrower, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower and its Subsidiaries affiliates and made its own decision to make its extensions of credit hereunder, provide its Credit-Linked Deposit Amount and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower and its Subsidiariesaffiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit Documents, Lenders by the Administrative Agent hereunder, no Agent shall have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries the Borrower or any other Person affiliate of the Borrower that may at any time come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and Issuing Bank expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesany Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderLender or Issuing Bank. Each Lender and Issuing Bank represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group and its Subsidiaries any Borrower and made its own decision to make its Loans hereunder and enter into this Agreement Agreement. Each Lender and extend credit to the Borrowers hereunder, and (ii) Issuing Bank also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group and its Subsidiariesany Borrower. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the Lenders by the Administrative Agent hereunder or under the other Credit Loan Documents, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries or any other Person Borrower that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Party expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderLender Party. Each Lender Party represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative Agent or any other Lender Party, and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder or issue Letters of Credit, as applicable, and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender Party also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action hereunder under this Agreement and under 119 Xxxxx Wind – Credit Agreement the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLender Parties by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender Party with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person that affiliate of a Loan Party which may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesany Loan Party or any Subsidiary thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its their Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its their Subsidiaries. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its the Loan Parties or their Subsidiaries or any other Person that which may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Revolving Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation or warranty to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group the Company and its Subsidiariesthe other Credit Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) 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, properties, financial and other condition and creditworthiness of Everest Group the Company and its Subsidiaries the other Credit Parties and made its own decision to enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) 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 hereunder and under the other Credit Documents and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, properties, financial and other condition and creditworthiness of Everest Group the Company and its Subsidiariesthe other Credit Parties. Except as expressly provided in this Agreement and the other Credit Documents, the Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information concerning the business, prospects, operations, properties, financial or other condition or creditworthiness of Everest Groupthe Company, its Subsidiaries the other Credit Parties or any other Person that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender ------------------------------------------------------ expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders and the L/C Issuer expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or Affiliates other affiliates has made any representation representations or warranty warranties to it such Lender or L/C Issuer and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesany Credit Party or any of their Affiliates, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any LenderLender or L/C Issuer. Each Lender represents to and the Administrative Agent L/C Issuer, for itself, agrees that (i) it has, independently and without reliance upon the on Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal credit analysis of the Credit Parties and investigation into the business, prospects, operations, properties, financial their Affiliates and other condition and creditworthiness of Everest Group and its Subsidiaries and made its own decision to enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) that it will, independently and without reliance upon the Administrative 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 analysis and decisions in taking or not taking action hereunder and under this Agreement or under any other Loan Document. Subject to the other Credit Documents and provisions of the first sentence of Section 8.06, Administrative Agent shall not be required to make such investigation as it deems necessary to inform keep itself informed as to the businessperformance or observance by any Credit Party of this Agreement or any of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Borrowing Base Property or the books of the Credit Parties or any of their Affiliates. Except for notices, prospects, operations, properties, financial reports and other condition documents and creditworthiness of Everest Group and its Subsidiaries. Except information expressly required to be furnished to the Lenders or the L/C Issuer by Administrative Agent hereunder or as expressly provided in this Agreement otherwise agreed by Administrative Agent and the other Credit DocumentsLenders or the L/C Issuer, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender or the L/C Issuer with any credit or other information concerning the business, prospects, operations, propertiesaffairs, financial or other condition or creditworthiness business of Everest Group, its Subsidiaries the Credit Parties or any other Person of their Affiliates that may at any time come into the possession of the Administrative Agent or any of its officersAffiliates. Without limiting the foregoing, directorsAdministrative Agent shall not, employeesexcept as expressly set forth herein and in the other Loan Documents, agentshave any duty to disclose, attorneys-in-fact and shall not be liable for the failure to disclose, any information relating to the Credit Parties or Affiliatesany of their Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or the L/C Issuer or to any other Person to assure that any Borrowing Base Property or Collateral exists or is owned by Borrower or a Subsidiary Guarantor or the 163 Washington SPE or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article VIII or in any of the Loan Documents, it being understood and agreed that in respect of any Borrowing Base Property or Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders or the L/C Issuer, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Revolving Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and the other Credit Documentsrequired to be furnished to Lenders by Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir Affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person that Affiliate of a Loan Party which may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative any Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower, any Guarantor or any other Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower, any Guarantor and its Subsidiaries any other Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower, any Guarantor and its Subsidiariesany other Credit Party. Except as for 171 LPL – Conformed A&R Credit Agreement notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, properties, financial or other condition condition, prospects or creditworthiness of Everest Groupthe Borrower, its Subsidiaries any Guarantor or any other Person Credit Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or Affiliates affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation or warranty to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) 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, properties, financial and other condition and creditworthiness of Everest Group and its Subsidiaries and made its own decision to enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) 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 hereunder and under the other Credit Documents and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, properties, financial and other condition and creditworthiness of Everest Group and its Subsidiaries. Except as expressly provided in this Agreement and the other Credit Documents, the Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information concerning the 77 business, prospects, operations, properties, financial or other condition or creditworthiness of Everest Group, its Subsidiaries or any other Person that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and the Company or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Company and its the Subsidiaries of the Company and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Company and its Subsidiaries. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, the Company and its Subsidiaries or any other Person that which may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and 70 65 that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower or any Affiliate of the Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower and its Subsidiaries Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower and its SubsidiariesAffiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries the Borrower or any other Person that Affiliate of the Borrower which may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither none of the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates Arranger has made any representation or warranty to it it, and that no act by the Administrative Agent or any such Person hereinafter Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Everest Group and its Subsidiariesany Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any LenderLender as to any matter, including whether the Administrative Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession, and each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further represents to that it is engaged in making, acquiring or holding commercial loans in the Administrative Agent that (i) it ordinary course of its business and has, independently and without reliance upon the Administrative Agent Agent, any Arranger or any other Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, prospects, operations, properties, financial and other condition and creditworthiness of Everest Group and its Subsidiaries and made its own decision to enter into this Agreement and to extend credit to the Borrowers Borrower hereunder, and (ii) it will. Each Lender shall, independently and without reliance upon the Administrative Agent Agent, any Arranger or any other Lender and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder and under the other Credit Documents and to make such investigation as it deems necessary to inform itself as in deciding whether or to the businessextent to which it will continue as a lender or assign or otherwise transfer its rights, prospects, operations, properties, financial interests and other condition and creditworthiness of Everest Group and its Subsidiaries. Except as expressly provided in this Agreement and the other Credit Documents, the Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information concerning the business, prospects, operations, properties, financial or other condition or creditworthiness of Everest Group, its Subsidiaries or any other Person that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesobligations hereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower or any other Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderLender or any Letter of Credit Issuer. Each Lender and each Letter of Credit Issuer represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative Agent or any other Lender 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower and its Subsidiaries each other Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower and its Subsidiariesany other Credit Party. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, properties, financial or other condition condition, prospects or creditworthiness of Everest Group, its Subsidiaries the Borrower or any other Person Credit Party that may at any time come into the possession of the Administrative Agent or any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly and the Issuing Bank acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation or warranty to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made conducted its own appraisal independent investigation of and investigation into the business, prospects, operations, properties, financial and other condition and creditworthiness affairs of Everest Group the Credit Parties and its their Subsidiaries and made its own credit analysis and decision to enter into this Agreement. Each Lender further represents and warrants that it has reviewed each document made available to it on the Platform in connection with this Agreement and extend credit has acknowledged and accepted the terms and conditions applicable to the Borrowers hereunderrecipients thereof (including any such terms and conditions set forth, or otherwise maintained, on the Platform with respect thereto). Each Lender and (ii) the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any 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. Each Lender and under each Issuing Bank expressly acknowledge that the other Credit Administrative Agent and its Affiliates have not made any representation or warranty to it. Except for documents expressly required by the Loan Documents and to make such investigation as it deems necessary to inform itself as be transmitted by the Administrative Agent to the business, prospects, operations, properties, financial and other condition and creditworthiness of Everest Group and its Subsidiaries. Except as expressly provided in this Agreement and Lenders or the other Credit DocumentsIssuing Bank, the Administrative Agent shall have no duty or responsibility, responsibility (either initially express or on a continuing basis, implied) to provide any Lender or any Issuing Bank with any credit or other information concerning any Credit Party, including the business, prospects, operations, propertiesproperty, financial or and other condition or creditworthiness of Everest Group, its Subsidiaries any Credit Party or any other Person Affiliate of a Credit Party, that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact attorneys‑in‑fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative any Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact attorneys‑in‑fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower or any affiliate of the Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower and its Subsidiaries affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower and its Subsidiariesaffiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries the Borrower or any other Person affiliate of the Borrower that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact attorneys‑in‑fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. (a) Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group and its Subsidiaries the Borrower and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group and its Subsidiariesthe Borrower. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to 509265-1292-1635217123-Active.25783117.740387902.9 ​ the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries or any other Person that the Borrower which may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person that affiliate of a Loan Party which may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact attorneys‑in‑fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower, any Guarantor or any other Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance 105 upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower, any Guarantor and its Subsidiaries any other Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower, any Guarantor and its Subsidiariesany other Credit Party. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, properties, financial or other condition condition, prospects or creditworthiness of Everest Groupthe Borrower, its Subsidiaries any Guarantor or any other Person Credit Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower or any other Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderLender or any Letter of Credit Issuer. Each Lender and each Letter of Credit Issuer represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower and its Subsidiaries each other Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower and its Subsidiariesany other Credit Party. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, properties, financial or other condition condition, prospects or creditworthiness of Everest Group, its Subsidiaries the Borrower or any other Person Credit Party that may at any time come into the possession of the Administrative Agent or any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its SubsidiariesUS Holdings, TCEH, TCEH Finance, any other Guarantor or any other Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative Agent or any other Lender Guaranteed Party, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group US Holdings, TCEH, TCEH Finance and its Subsidiaries each other Guarantor and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group US Holdings, TCEH, TCEH Finance, any other Guarantor and its Subsidiariesany other Loan Party. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, properties, financial or other condition condition, prospects or creditworthiness of Everest Groupthe Parent, its Subsidiaries US Holdings, TCEH, TCEH Finance, any other Guarantor or any other Person Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower or any Affiliate of the Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower and its Subsidiaries their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower and its SubsidiariesAffiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries the Borrower or any other Person Affiliate of the Borrower that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation or warranty to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group Matria and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) 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, properties, financial and other condition and creditworthiness of Everest Group Matria and its Subsidiaries and made its own decision to enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) 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 101 109 taking or not taking action hereunder and under the other Credit Documents and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, properties, financial and other condition and creditworthiness of Everest Group Matria and its Subsidiaries. Except as expressly provided in this Agreement and the other Credit Documents, the Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information concerning the business, prospects, operations, properties, financial or other condition or creditworthiness of Everest Groupany Borrower, its Subsidiaries or any other Person that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each ------------------------------------------------------ Lender expressly acknowledges that neither none of the Administrative Agent nor Agents or any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative any Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower or any affiliate of the Borrower, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative Agent Agents that (i) it has, independently and without reliance upon the Administrative 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, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries the Borrower or any other Person affiliate of the Borrower that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrowers or any other Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrowers and its Subsidiaries the other Loan Parties and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group and its Subsidiariesthe Borrowers. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the Lenders by the Administrative Agent hereunder or under the other Credit Loan Documents, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries the Borrowers or any other Person that Loan Party which may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower or any affiliate of the Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower and its Subsidiaries affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower and its Subsidiariesaffiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries the Borrower or any other Person affiliate of the Borrower that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it CREDIT AGREEMENT and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and the Borrower or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group and its Subsidiaries the Obligors and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group and its the Obligors or any of their Subsidiaries. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries either Obligor or any other Person that of their Subsidiaries which may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir Affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person Affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower, any Guarantor or any other Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower, any Guarantor, and its Subsidiaries any other Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower, any Guarantor and its Subsidiariesany other Credit Party. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, properties, financial or other condition condition, prospects or creditworthiness of Everest Groupthe Borrower, its Subsidiaries any Guarantor or any other Person Credit Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that neither none of the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates the Arranger has made any representation or warranty to it it, and that no act by the Administrative Agent or any such Person hereinafter the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Everest Group and its Subsidiariesany Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender or the L/C Issuer as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arranger that (i) it has, independently and without reliance upon the Administrative Agent or Agent, the Arranger, any other Lender or any of their 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries 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 Borrowers Borrower hereunder, . Each Lender and (ii) the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or Agent, the Arranger, any other Lender or any 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 hereunder and under the other Credit Documents and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, properties, financial and other condition and creditworthiness of Everest Group and its Subsidiaries. Except as expressly provided in this Agreement and the other Credit Documents, the Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information concerning the business, prospects, operations, properties, financial or other condition or creditworthiness of Everest Group, its Subsidiaries or any other Person that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.and

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir Affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be famished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person that Affiliate of a Loan Party which may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-advisors, attorneys in fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-advisors, attorneys in fact or Affiliates.affiliates. 9.7

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or Affiliates other affiliates has made any representation representations or warranty warranties to it such Lender and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower, any other Loan Party or Affiliate, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent Lender, for itself, agrees that (i) it has, independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal credit analysis of and investigation into the business, prospects, operations, properties, financial and other condition and creditworthiness of Everest Group Borrower and its Subsidiaries and made its own decision to enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) that it will, independently and without reliance upon the Administrative 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 analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document. The Administrative Agent, except as expressly set forth herein and in the other Loan Documents, shall not be required to keep itself informed as to the performance or observance by the Borrower of this Agreement or any of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Properties or books of the Borrower. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder and or under the other Credit Documents and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, properties, financial and other condition and creditworthiness of Everest Group and its Subsidiaries. Except as expressly provided in this Agreement and the other Credit Loan Documents, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesaffairs, financial or other condition or creditworthiness business of Everest Group, its Subsidiaries the Borrower (or any other Person of its Affiliates) that may at any time come into the possession of the Administrative Agent or any of its officersAffiliates. Without limiting the foregoing, directorsthe Administrative Agent shall not, employeesexcept as expressly set forth herein and in the other Loan Documents, agentshave any duty to disclose, attorneys-in-fact and shall not be liable for the failure to disclose, any information relating to the Borrower or Affiliatesany Borrower Party or any of their Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Projects exists or are owned by the Borrower or are cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Article XIII or in any of the Loan Documents, it being understood and agreed that in respect of the Projects, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent resulting from its gross negligence, bad faith or willful misconduct. Without limiting the provisions of Section 13.03(a), the Administrative Agent shall deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the financial statements, certificates, notices and other documents delivered to the Administrative Agent pursuant to Section 8.01 and Section 8.02. The Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Borrower, any Borrower Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its their respective officers, directors, employees, agents, attorneys-in-fact advisors, attorneysinfact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative Agent Agent, any arranger of this credit facility or any other Lender and their respective related parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent Agent, any arranger of this credit facility or any other Lender and their respective related parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact advisors, attorneysinfact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Loan Parties or any of their Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir Affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries the Loan Parties or any other Person of their Affiliates that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower or any other Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower and its Subsidiaries the other Loan Parties and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan -75- 83 Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group and its Subsidiariesthe Borrower. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the Lenders by the Administrative Agent hereunder or under the other Credit Loan Documents, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries the Borrower or any other Person that Loan Party which may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person of its respective affiliates hereinafter taken, including any review of the affairs of Everest Group and its Subsidiaries, any Credit Party shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition conditions, prospects and creditworthiness of Everest Group the Borrowers and its Subsidiaries the other Credit Parties and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder and under the other this Credit Documents Agreement, and to make such investigation as it deems necessary to inform itself as to the business, prospectsassets, operations, propertiesproperty, financial and other condition conditions, prospects and creditworthiness of Everest Group and its Subsidiaries. Except as expressly provided in this Agreement the Borrowers and the other Credit DocumentsParties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesassets, property, financial or other condition conditions, prospects or creditworthiness of Everest Group, its Subsidiaries or any the Borrowers and the other Person that Credit Parties which may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower or any affiliate of the Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower and its Subsidiaries affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower and its Subsidiariesaffiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries the Borrower or any other Person affiliate of the Borrower that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.affiliates. CHAR1\1740645v10

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates has have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir Affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person Affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesany Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender, any Swingline Lender or any Letter of Credit Issuer. Each Lender, each Swingline Lender represents and each Letter of Credit Issuer acknowledges to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group and its Subsidiaries each Credit Party and made its own decision to make its credit extensions hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative 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 hereunder and under the other Credit Documents Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group and its Subsidiariesany Credit Party. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, properties, financial or other condition condition, prospects or creditworthiness of Everest Group, its Subsidiaries or any other Person Credit Party that may at any time come into the possession of the Administrative Agent or any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesany Obligor or any affiliates of any Obligor, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Obligors and its Subsidiaries their affiliates and made its own decision to make its Revolving Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Obligors and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Obligor or any other Person affiliate of any Obligor that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact attorneys‑in‑fact or Affiliates has have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir Affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person Affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact attorneys‑in‑fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent Agents nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has Related Parties have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower, any Guarantor or any other Credit Party shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group and its Subsidiaries the Borrower, Holdings any Guarantor or any other Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group and its Subsidiariesthe Borrower, any Guarantor or any other Credit Party. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, properties, financial or other condition condition, prospects or creditworthiness of Everest Groupthe Borrower, its Subsidiaries Holdings any Guarantor or any other Person Credit Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or Affiliates other affiliates has made any representation representations or warranty warranties to it such Lender and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its SubsidiariesBorrower or Affiliate of Borrower, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent Lender, for itself, agrees that (i) it has, independently and without reliance upon the on Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal credit analysis of and investigation into the business, prospects, operations, properties, financial and other condition and creditworthiness of Everest Group Borrower and its Subsidiaries Affiliates and made its own decision to enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) that it will, independently and without reliance upon the Administrative 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 analysis and decisions in taking or not taking action hereunder and under this Agreement or under any other Loan Document. Subject to the other Credit Documents and provisions of the first sentence of Section 9.9, Administrative Agent shall not be required to make such investigation as it deems necessary to inform keep itself informed as to the businessperformance or observance by Borrower of this Agreement or any of the other Loan Documents or any other document referred to or provided for herein or therein or to inspect the Collateral or the books of Borrower or any of its Affiliates. Except for notices, prospects, operations, properties, financial reports and other condition documents and creditworthiness of Everest Group and its Subsidiaries. Except information expressly required to be furnished to the Lenders by Administrative Agent hereunder or as expressly provided in this Agreement otherwise agreed by Administrative Agent and the other Credit DocumentsLenders, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesaffairs, financial or other condition or creditworthiness business of Everest Group, its Subsidiaries Borrower or any other Person of its Affiliates that may at any time come into the possession of the Administrative Agent or any of its officersAffiliates. Without limiting the foregoing, directorsAdministrative Agent shall not, employeesexcept as expressly set forth herein and in the other Loan Documents, agentshave any duty to disclose, attorneys-in-fact and shall not be liable for the failure to disclose, any information relating to Borrower or Affiliatesany of its Affiliates that is communicated to or obtained by 91 the Person serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall, except as expressly set forth herein and in the other Loan Documents, have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Article 9 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for actual loss to the extent resulting from its gross negligence or willful misconduct that results in actual loss to a Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower, any Guarantor or any other Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower, any Guarantor and its Subsidiaries any other Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, 192 LPL – Conformed A&R Credit Agreement independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower, any Guarantor and its Subsidiariesany other Credit Party. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, properties, financial or other condition condition, prospects or creditworthiness of Everest Groupthe Borrower, its Subsidiaries any Guarantor or any other Person Credit Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither none of the Administrative Agent Agent, nor any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it such Lender has, independently and without reliance upon the Administrative Agent 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group and its Subsidiaries the Borrower and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent 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 hereunder under this Agreement and under the other Credit Documents Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group and its Subsidiariesthe Borrower. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries or any other Person that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.of

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its their respective officers, directors, employees, agents, attorneys-in-fact advisors, attorneys‑in‑fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact advisors, attorneys‑in‑fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation or warranty to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group Matria and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) 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, properties, financial and other condition and creditworthiness of Everest Group Matria and its Subsidiaries and made its own decision to enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) 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 hereunder and under the other Credit Documents and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, properties, financial and other condition and creditworthiness of Everest Group Matria and its Subsidiaries. Except as expressly provided in this Agreement and the other Credit Documents, the Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information concerning the business, prospects, operations, properties, financial or other condition or creditworthiness of Everest Groupany Borrower, its Subsidiaries or any other Person that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither none of the Administrative Agent Agent, nor any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it such Lender has, independently and without reliance upon the Administrative Agent 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group and its Subsidiaries the Borrower and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent 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 hereunder under this Agreement and under the other Credit Documents Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group and its Subsidiariesthe Borrower. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries or any other Person that the Borrower which may at any time come into the possession of the Administrative Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower, any Guarantor or any other Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower, any Guarantor and its Subsidiaries any other Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower, any Guarantor and its Subsidiariesany other Credit Party. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, properties, financial or other condition condition, prospects or creditworthiness of Everest Groupthe 196 Borrower, its Subsidiaries any Guarantor or any other Person Credit Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Arranger, the Administrative Agent nor any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Arranger or the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Arranger or Administrative Agent to any Lender. Each Lender represents to the Arranger and the Administrative Agent that (i) it has, independently and without reliance upon the Arranger or the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Arranger, the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person that affiliate of a Loan Party which may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agentsAdministrative Agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower or any other Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower and its Subsidiaries the other Loan Parties and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group and its Subsidiariesthe Borrower. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the Lenders by the Administrative Agent hereunder or under the other Credit Loan Documents, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries the Borrower or any other Person that Loan Party which may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agentsAdministrative Agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower or any affiliate of the Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower and its Subsidiaries affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower and its Subsidiariesaffiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries the Borrower or any other Person affiliate 50 of the Borrower that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither Administrative Agent, the Administrative Agent Arranger, any other Lender nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates Related Party thereto has made any representation or warranty to it such Person and that no act by Administrative Agent, the Administrative Agent Arranger or any such Person hereinafter other Lender hereafter taken, including any review of the affairs of Everest Group and its SubsidiariesBorrower or any other Loan Party, shall be deemed to constitute any representation or warranty by Administrative Agent, the Administrative Agent Arranger or any Lender to any other Lender. Each Lender represents to the Administrative Agent acknowledges that (i) it has, independently and without reliance upon Administrative Agent, the Administrative Agent Arranger or any other Lender or any of their Related Parties 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, properties, financial and other condition and creditworthiness of Everest Group and its Subsidiaries and made its own decision to enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also acknowledges that it will, independently and without reliance upon Administrative Agent, the Administrative Agent Arranger or any other Lender or any 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. Except for notices, reports and under the other Credit Documents and documents expressly required to make such investigation as it deems necessary to inform itself as be furnished to the businessLenders by Administrative Agent hereunder, prospects, operations, properties, financial and other condition and creditworthiness of Everest Group and its Subsidiaries. Except as expressly provided in this Agreement and the other Credit Documents, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesProperty, condition (financial or other condition otherwise), or creditworthiness of Everest Group, its Subsidiaries Borrower or any other Loan Party or the value of the Collateral or other Properties of Borrower or any other Loan Party or any other Person that which may at any time come into the possession of the Administrative Agent or any of its officersRelated Parties. Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and certain other facilities set forth herein and (ii) it is engaged in making, directorsacquiring or holding commercial loans, employeesissuing or participating in letters of credit or providing other similar facilities in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, agentsacquiring or holding commercial loans, attorneys-in-fact issuing or Affiliatesparticipating in letters of credit and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire or hold commercial loans, issue or participate in letters of credit and to provide 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 or hold such commercial loans, issue or participate in letters of credit or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans, issue or participate in letters of credit or providing such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-attorneys in fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the 62 57 Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its their respective officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative Agent Agent, any arranger of this credit facility or any other Lender and their respective related parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent Agent, any arranger of this credit facility or any other Lender and their respective related parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group the Borrower, UACC, the Servicer, the Backup Servicer, the Account Bank and its Subsidiaries, the Custodian shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower, the Servicer, UACC, the Backup Servicer, the Account Bank or the Custodian and its Subsidiaries the Receivables and made its own decision to purchase its interest in the Notes hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender Lender, and based on such 117 documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action hereunder and under any of the other Credit Documents Basic Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower, the Servicer, UACC, the Backup Servicer, the Account Bank or the Custodian and its Subsidiariesthe Receivables. Except as expressly provided in this Agreement for notices, reports and other documents received by the other Credit DocumentsAdministrative Agent hereunder, the Administrative Agent shall have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Groupthe Borrower, its Subsidiaries the Servicer, UACC, the Backup Servicer, the Account Bank or any other Person that the Custodian or the Receivables which may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation or warranty to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal credit analysis of the Parent, the Company, the Canadian Borrower, the Swiss Borrower and investigation into the business, prospects, operations, properties, financial and other condition and creditworthiness of Everest Group and its Subsidiaries and made its own Other Subsidiary Borrowers decision to enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) that it will, independently and without reliance upon the Administrative 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 analysis and decisions in taking or not taking action hereunder and under this Agreement or any of the other Credit Documents and Basic Documents. The Administrative Agent shall not be required to make such investigation as it deems necessary to inform keep itself informed as to the businessperformance or observance by the Parent, prospectsthe Company, operationsthe Canadian Borrower, propertiesthe Swiss Borrower, financial any Other Subsidiary Borrower and the Subsidiary Guarantors of this Agreement or any of the other Basic Documents or any other document referred to or provided for herein or therein or to inspect the properties or books of the Parent, the Company, the Canadian Borrower, the Swiss Borrower, any Other Subsidiary Borrower or any of the Subsidiary Guarantors. Except for notices, reports and other condition documents and creditworthiness of Everest Group and its Subsidiaries. Except as information expressly provided in this Agreement and required to be furnished to the Lenders by the Administrative Agent hereunder or the 103 other Credit Basic Documents, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesaffairs, financial or other condition or creditworthiness business of Everest Groupthe Parent, its Subsidiaries the Company, the Canadian Borrower, the Swiss Borrower, any Other Subsidiary Borrower or any other Person that of the Subsidiary Guarantors (or any of their affiliates) which may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or AffiliatesAgent.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrowers or any affiliate of the Borrowers, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrowers and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrowers and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries the Borrowers or any other Person affiliate of the Borrowers that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender, L/C Issuer and Swing Line Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates other Lender nor any Related Party thereto has made any representation or warranty to it such Person and that no act by the Administrative Agent or any such Person hereinafter other Lender hereafter taken, including any review of the affairs of Everest Group and its SubsidiariesBorrower, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Lender to any other Lender. Each Lender, L/C Issuer and Swing Line Lender represents to the Administrative Agent acknowledges that (i) it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties 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, properties, financial and other condition and creditworthiness of Everest Group and its Subsidiaries and made its own decision to enter into this Agreement. Each Lender and L/C Issuer also acknowledges that it [BGSF] Amended and Restated Credit Agreement and extend credit to the Borrowers hereunder, and (ii) it will, independently and without reliance upon the Administrative Agent or any other Lender or any 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. Except for notices, reports and under the other Credit Documents and documents expressly required to make such investigation as it deems necessary to inform itself as be furnished to the businessLenders or Swing Line Lender by Administrative Agent hereunder, prospects, operations, properties, financial and other condition and creditworthiness of Everest Group and its Subsidiaries. Except as expressly provided in this Agreement and the other Credit Documents, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender, L/C Issuer or Swing Line Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), or creditworthiness of Everest Group, its Subsidiaries Borrower or the value of the Collateral or other Properties of Borrower or any other Person that which may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each ------------------------------------------------------ Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and its Subsidiaries, any Credit Party shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group HCC and its Subsidiaries each other Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group HCC and its Subsidiarieseach other Credit Party. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries or any other Person that Credit Party which may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each ------------------------------------------------------------------- Lender expressly acknowledges that neither none of the Administrative Agent nor Agents or any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative any Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesthe Borrower or any affiliate of the Borrower, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative Agent Agents that (i) it has, independently and without reliance upon the Administrative 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, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrower and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries the Borrower or any other Person affiliate of the Borrower that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Everest Group and the Parent or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Borrowers and its the Subsidiaries of the Parent and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Parent and its Subsidiaries. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, the Parent and its Subsidiaries or any other Person that which may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has affiliates have made any representation representations or warranty warranties to it and that no act by the Administrative Agent or any such Person hereinafter hereafter taken, including any review of the affairs of Everest Group and its Subsidiariesa Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative 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, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and extend credit to the Borrowers hereunder, and (ii) Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 hereunder under this Agreement and under the other Credit Documents Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertiesproperty, financial and other condition and creditworthiness of Everest Group the Loan Parties and its Subsidiariestheir affiliates. Except as for notices, reports and other documents expressly provided in this Agreement and required to be furnished to the other Credit DocumentsLenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertiesproperty, condition (financial or other condition otherwise), prospects or creditworthiness of Everest Group, its Subsidiaries any Loan Party or any other Person affiliate of a Loan Party that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.