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

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or Issuing Bank, or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or Issuing Bank, or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Document Loan Document, or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or Agent, the Collateral Agent, any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or Agent, the Collateral Agent, any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders and each the L/C Issuer Issuers acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each of the Lender and each the L/C Issuer Issuers also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C the LC Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent Agent, the Lead Arrangers or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C the LC Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Lead Arrangers or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. (a) Each Lender and each L/C Issuer Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties or the Consultants and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties or the Consultants and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. (a) Each Lender and each L/C Issuer acknowledges represents and warrants that it has, independently and without reliance upon the Administrative Agent Agent, the Arrangers or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer the Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent Agent, the Lead Arrangers, or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Lead Arrangers, or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and Lender, each L/C Issuer Administrator and each Fronting Bank acknowledges that it has, independently and without reliance upon the Administrative Agent Agent, any L/C Administrator, any Fronting Bank or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer Fronting Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative Agent and/or Collateral Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent and/or Collateral Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each Lender, the L/C Issuer Administrator and the Fronting Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each Lender, the L/C Issuer Administrator and the Fronting Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Lender, the Fronting Bank and each L/C Issuer the LC Administrator acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender Lender, the Fronting Bank and each L/C Issuer the LC Administrator also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or Issuing Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or Issuing Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons respective officers, directors, employees, agents, advisors or representatives and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons respective officers, directors, employees, agents, advisors or representatives and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Document Document, the FMB Mortgage or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent Agent, any Lead Arranger or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any Lead Arranger or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Lender, L/C Issuer and each Alternative L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender Lender, L/C Issuer and each Alternative L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Lender, L/C Issuer and each Alternative L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender Lender, L/C Issuer and each Alternative L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own 117 decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent, the Former Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Former Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties or the Consultants and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties or any Consultants and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or Issuing Bank or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or Issuing Bank or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each the Credit-Linked L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each the Credit-Linked L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer Swap Provider acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or Swap Provider or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer Swap Provider also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or Swap Provider or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each the L/C Issuer acknowledges that it has, independently and without reliance upon CHAR1\1485063v6 the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent Agent, L/C Issuer or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, L/C Issuer or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer Hedge Provider acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender Lender, Hedge Provider or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer Hedge Provider also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender Lender, Hedge Provider or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such 101 Sotheby’s Credit Agreement documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent Agent, the Arrangers or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arrangers or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any Applicable Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders and each the L/C Issuer Issuers acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each of the Lender and each the L/C Issuer Issuers also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder.. 176 CHAR1\1346423v112

Non-Reliance on Administrative Agent and Other Lenders. Each Lender, the Swingline Lender and each L/C Issuer Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender, the Swingline Lender and each L/C Issuer Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons officers, directors, employees, agents, and representatives and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons officers, directors, employees, agents, and representatives and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Document Agreement or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each the U.S. L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each the U.S. L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and 154 119889268 information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each of the L/C Issuer and each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender, the Swing Line Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and, the Swing Line Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer the Issuing Banks acknowledges that it has, independently and without reliance upon the Administrative Agent Agent, any Joint Lead Arranger or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer the Issuing Banks also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or Issuing Lender or any of their Agent-Related Persons and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or Issuing Lender or any of their Agent-Related Persons and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each the L/C Issuer also acknowledges [Credit Agreement] that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative Agent any Agent-Related Person or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent any Agent-Related Person or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders and each the L/C Issuer Issuers acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each of the Lender and each the L/C Issuer Issuers also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder.. 10.08

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent Agent, the Syndication Agent, any Lead Arranger or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Syndication Agent, any Lead Arranger or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the 101250789 129624357_3 Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer the Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer the Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent any Agent-Related Person or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent any Agent-Related Person or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent Agent, any Arranger or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer the Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender further represents and warrants that it has had the opportunity to review each L/C Issuer document made available to it on the Platform in connection with this Agreement and has acknowledged and accepted the terms and conditions applicable to the recipients thereof. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender further represents and warrants that it has had the opportunity to review each L/C Issuer other document made available to it on the Platform in connection with this Agreement and has acknowledged and accepted the terms and conditions applicable to the recipients thereof. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties 51729297_11 and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Reimbursement Agreement. Each Lender and each the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Reimbursement Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each the L/C Issuer acknowledges that it has, independently and without reliance upon the any Applicable Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each the L/C Issuer also acknowledges that it will, independently and without reliance upon the Applicable Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender, the Swing Line Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender, the Swing Line Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.. .CHAR1\1170499v7

Non-Reliance on Administrative Agent and Other Lenders. DB1/ 88815292.10 Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent, any Collateral Management Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Collateral Management Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders and each L/C Issuer the Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender of the Lenders and each L/C Issuer the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or 130 CHAR1\1982293v2 any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer the Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent Agent, the Servicer or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or the Servicer or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer the Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Administrative Agent-Related Persons and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Administrative Agent-Related Persons and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative Agent Agent, any Arranger or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision 115 68208499_3 to enter into this Credit Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or Issuing Bank or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or Issuing Bank or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.. 9.08

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from 106 CHL:63544.12 time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Document Document, the FMB Mortgage or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each the Domestic L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each the Domestic L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or L/C Issuer or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or Issuing Bank or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or Issuing Bank or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Document Document, the FMB Mortgage or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or Agent, any Sustainability Coordinator, any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each U.S. L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each U.S. L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons officers, directors, employees, agents, and representatives and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons officers, 733301099 15483412 directors, employees, agents, and representatives and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Document Agreement or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other CREDIT AGREEMENT, Page 56 007751-0138-14353-Active.16343568 Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent, Collateral Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Transaction Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Cleco Corporate Holdings LLC Term Loan Agreement AMERICAS/2023601500.12023601500.4 Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Financing Document or any related agreement or any document furnished hereunder or thereunder.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each the L/C Issuer acknowledges that it has, independently and without reliance upon the Syndication Agent and the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Credit Agreement. Each Lender and each the L/C Issuer also acknowledges that it will, independently and without reliance upon the Syndication Agent and the Administrative Agent or any other Lender or any of their Agent-Related Persons Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Credit Agreement, any other Credit Loan Document or any related agreement or any document furnished hereunder or thereunder.