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

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

Non-Reliance on Administrative Agent. Lead Arrangers and Other Lenders; Disclosure of Information by AgentsBanks. Each Lender Bank expressly acknowledges that no Agentneither the Agents and the Lead Arrangers nor any of their respective officers, directors, employees, agents, advisors, attorneys-Related Person has in-fact or Affiliates have made any representation representations or warranty warranties to it, it and that no act by any Agent or any Lead Arranger hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereofthe Borrower, shall be deemed to constitute any representation or warranty by any Agent-Related Person Agent or any Lead Arranger, as applicable, to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionBank. Each Lender Bank represents to each Agent the Agents and the Lead Arrangers that it has, independently and without reliance upon any Agent-Related Person , any Lead Arranger or any other Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, Borrower and made its own decision to make its Loans hereunder and enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderAgreement. Each Lender Bank also represents that it will, independently and without reliance upon any Agent-Related Person , any Lead Arranger or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan PartiesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders Banks by any the Administrative Agent hereinhereunder, such the Administrative Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of any of the Loan Parties or any of their respective Affiliates which Borrower that may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, advisors, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent. Collateral Agent, and Other Lenders; Disclosure of Information by Agents. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor the Collateral Agent nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by any the Administrative Agent hereafter or the Collateral Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereofCredit Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Collateral Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to each the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon the Administrative Agent, the Collateral Agent or any Agent-Related Person other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower and their respective Subsidiaries, and all applicable bank or each other regulatory Laws relating to the transactions contemplated hereby, Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any Agent-Related Person other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Credit Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of any of the Borrower and the other Loan Credit Parties. Except for notices, reports reports, and other documents expressly required to be furnished to the Lenders by any the Administrative Agent hereinhereunder, such neither the Administrative Agent nor the Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, propertyproperties, financial and other condition condition, prospects or creditworthiness of any of the Loan Parties or any of their respective Affiliates which Credit Party that may come into the possession of the Administrative Agent or the Collateral Agent any Agentof their respective officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent. Collateral Agent, and Other Lenders; Disclosure of Information by Agents. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor the Collateral Agent nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by any the Administrative Agent hereafter or the Collateral Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereofCredit Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Collateral Agent to any Lender as to any matterLender, including whether Agent-Related Persons have disclosed material information in their possessioneach Letter of Credit Issuer or the Swingline Lender. Each Lender, Letter of Credit Issuer and Swingline Lender represents represent to each the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon the Administrative Agent, the Collateral Agent or any Agent-Related Person other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and an investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings, the Loan Parties Borrower and their respective Subsidiaries, and all applicable bank or each other regulatory Laws relating to the transactions contemplated hereby, Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderAgreement. Each Lender, Letter of Credit Issuer and Swingline Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any Agent-Related Person other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Credit Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of any of the Borrower and the other Loan Credit Parties. Except for notices, reports reports, and other documents expressly required to be furnished to each Lender, Letter of Credit Issuer and Swingline Lender by the Lenders by any Administrative Agent hereinhereunder, such neither the Administrative Agent nor the Collateral Agent shall not have any duty or responsibility to provide any Lender, Letter of Credit Issuer or Swingline Lender with any credit or other information concerning the business, prospectsassets, operations, propertyproperties, financial and other condition condition, prospects or creditworthiness of any of Holdings, the Loan Parties Borrower or any of their respective Affiliates which other Credit Party that may come into the possession of the Administrative Agent or the Collateral Agent any Agentof their respective officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent. the Arrangers and the Other Lenders; Disclosure of Information by Agents. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person none of Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by Administrative Agent or any Agent Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by Administrative Agent or any Agent-Related Person Arranger to any Lender or each L/C Issuer as to any matter, including whether Agent-Related Persons Administrative Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to Administrative Agent and each Agent Arranger that it has, independently and without reliance upon Administrative Agent, any Agent-Arranger, any other Lender or any of their Related Person Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon Administrative Agent, any Agent-Arranger, any other Lender or any of their Related Person Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the Lenders by any Agent foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Agent shall not have any duty Lender or responsibility such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent. Collateral Agent, and Other Lenders; Disclosure of Information by Agents. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor the Collateral Agent nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by any the Administrative Agent hereafter or the Collateral Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereofCredit Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Collateral Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to each the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon the Administrative Agent, the Collateral Agent or any Agent-Related Person other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and an investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings, the Loan Parties Borrower and their respective Subsidiaries, and all applicable bank or each other regulatory Laws relating to the transactions contemplated hereby, Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any Agent-Related Person other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Credit Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of any of the Borrower and the other Loan Credit Parties. Except for notices, reports reports, and other documents expressly required to be furnished to each Lender by the Lenders by any Administrative Agent hereinhereunder, such neither the Administrative Agent nor the Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, propertyproperties, financial and other condition condition, prospects or creditworthiness of any of Holdings, the Loan Parties Borrower or any of their respective Affiliates which other Credit Party that may come into the possession of the Administrative Agent or the Collateral Agent any Agentof their respective officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent. and Other Lenders; Disclosure of Information by Agents. Lenders ------------------------------------------------------ Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-Related Person in-fact or affiliates has made any representation representations or warranty warranties to it, it and that no act by any the Administrative Agent hereafter takenhereafter, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereofCredit Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to each the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any Agent-Related Person other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal evaluation of and investigation into the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Loan Credit Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any Agent-Related Person other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Agreement and the other any Loan DocumentsDocument, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Borrower and the other Loan Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any the Administrative Agent hereinhereunder, such the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition or creditworthiness of any of the Loan Credit Parties or any of their respective Affiliates which that may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Administrative Agent. Arrangers, Sustainability Coordinators and Other Lenders; Disclosure of Information by Agents. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender each L/C Issuer represents to each Agent the Administrative Agent, the Arrangers and the Sustainability Coordinators that it has, independently and without reliance upon the Administrative Agent, the Arrangers, the Sustainability Coordinators any Agent-other Lender or any of their Related Person Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective SubsidiariesBorrowers, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties Borrowers hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Arranger, any Sustainability Coordinator any other Lender or any of their Related Person Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Borrowers. Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding commercial loans and providing other Loan Partiesfacilities set forth herein as may be applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the foregoing. Except for noticesEach Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, reports acquire and/or hold commercial loans and to provide other documents expressly required to be furnished to the Lenders by any Agent facilities set forth herein, as may be applicable to such Agent shall not have any duty Lender or responsibility such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent. the Arranger, the Sustainability Coordinator and the Other Lenders; Disclosure of Information by Agents. Each Lender and the L/C Issuer expressly acknowledges that no none of the Administrative Agent-Related Person , the Sustainability Coordinator nor the Arranger has made any representation or warranty to it, and that no act by any Agent the Administrative Agent, the Sustainability Coordinator or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any the Administrative Agent-Related Person , the Sustainability Coordinator or the Arranger to any Lender or the L/C Issuer as to any matter, including whether the Administrative Agent-Related Persons , the Sustainability Coordinator or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to each Agent the Administrative Agent, the Sustainability Coordinator and the Arranger that it has, independently and without reliance upon the Administrative Agent, the Sustainability Coordinator, the Arranger, any Agent-other Lender or any of their Related Person Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, the Sustainability Coordinator, the Arranger, any Agent-other Lender or any of their Related Person Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except Each Lender and the L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the Lenders by any Agent foregoing. Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Agent shall not have any duty Lender or responsibility such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent. and the Arrangers or the Other Lenders; Disclosure of Information by Agents. Each of each Lender and each Issuing Bank represents and warrants and acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon the Administrative Agent, the Arrangers or any Agent-other Lender or any of their Related Person Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, hereby and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each of each Lender and each Issuing Bank expressly acknowledges that none of the Administrative Agent nor the Arrangers has made any representation or warranty to it, and that no act by the Administrative Agent or the Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any Lender or each Issuing Bank as to any matter, including whether the Administrative Agent or the Arrangers have disclosed material information in their (or their Related Parties’) possession Each of each Lender and each Issuing Bank also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arrangers or any Agent-other Lender or any of their respective Related Person Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan PartiesDocument or related agreement or any document furnished hereunder or thereunder. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Issuing Banks by any the Administrative Agent herein, such the Administrative Agent shall not have any duty or responsibility to provide any Lender or any Issuing Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of the Administrative Agent or any of its Related Parties. Each Lender and each Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is entering into this Agreement as a Lender or Issuing Bank for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each Issuing Bank agrees not to assert a claim in contravention of the foregoing. Each Lender and each Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Notwithstanding anything to the contrary herein, the Arrangers shall not have any right, power, obligation, liability, responsibility or duty under this Agreement, except in their respective capacities as the Administrative Agent-Related Person, an Issuing Bank or a Lender hereunder, as applicable.

Non-Reliance on Administrative Agent. Collateral Agent, Lead Arrangers and Other Lenders; Disclosure of Information by Agents. Lenders Each Lender expressly acknowledges that no Agentnone of the Agents or Lead Arrangers nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact, Subsidiaries or Affiliates has made any representation representations or warranty warranties to it, it and that no act by any Agent or any Lead Arranger hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereofthe Credit Parties, shall be deemed to constitute any representation or warranty by such Agent or any Agent-Related Person Lead Arranger to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to each Agent and the Lead Arrangers that it has, independently and without reliance upon any Agent-Related Person , any Lead Arranger or any other 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, property, financial and other condition and creditworthiness of the Loan Credit Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder, issue and participate in the Letters of Credit and enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person , any Lead Arranger or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Credit Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any the Administrative Agent hereinhereunder, such Agent none of the Agents or Lead Arrangers shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospectsfinancial condition, assets, liabilities, net assets, properties, results of operations, propertyvalue, financial prospects and other condition or creditworthiness of any of the Loan Credit Parties or any of their respective Affiliates which may come into the possession of any Agent, or any Lead Arranger or any of their officers, directors, employees, agents, attorneys-Related Personin-fact, Affiliates or Subsidiaries.

Non-Reliance on Administrative Agent. and the Arrangers or the Other Lenders; Disclosure of Information by Agents. Each of each Lender and each Issuing Bank represents and warrants and acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon the Administrative Agent, the Arrangers or any Agent-other Lender or any of their Related Person Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective SubsidiariesSsubsidiaries, and all applicable bank or other regulatory Requirements of Laws relating to the transactions contemplated hereby, hereby and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each of each Lender and each Issuing Bank expressly acknowledges that none of the Administrative Agent nor the Arrangers has made any representation or warranty to it, and that no act by the Administrative Agent or the Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any Lender or each Issuing Bank as to any matter, including whether the Administrative Agent or the Arrangers have disclosed material information in their (or their Related Parties’) possession Each of each Lender and each Issuing Bank also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arrangers or any Agent-other Lender or any of their respective Related Person Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan PartiesDocument or related agreement or any document furnished hereunder or thereunder. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Issuing Banks by any the Administrative Agent herein, such the Administrative Agent shall not have any duty or responsibility to provide any Lender or any Issuing Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of the Administrative Agent or any of its Related Parties. Each Lender and each Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is entering into this Agreement as a Lender or Issuing Bank for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each Issuing Bank agrees not to assert a claim in contravention of the foregoing. Each Lender and each Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Notwithstanding anything to the contrary herein, the Arrangers shall not have any right, power, obligation, liability, responsibility or duty under this Agreement, except in their respective capacities as the Administrative Agent-Related Person, an Issuing Bank or a Lender hereunder, as applicable.

Non-Reliance on Administrative Agent. Syndication Agent, -------------------------------------------------------- Documentation Agent and Other Lenders; Disclosure of Information by Agents. Each Lender expressly acknowledges that no ------------------------------------- neither the Administrative Agent, the Syndication Agent, the Documentation Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by any the Administrative Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereofthe Credit Parties, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to each the Administrative Agent that it has, independently and without reliance upon the Administrative Agent, the Syndication Agent, the Documentation Agent or any Agent-Related Person other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties Company and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Syndication Agent, the Documentation Agent or any Agent-Related Person other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Credit Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Company and the other Loan Partiesits Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any the Administrative Agent hereinhereunder, such the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Credit Parties or any of their respective Affiliates which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent. Co-Agents and Other Lenders; Disclosure of Information by Agents--------------------------------------------------------- Banks. Each Lender Bank expressly acknowledges that no Agentneither the Administrative Agent ----- nor any Co-Related Person has Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent or any Co-Agent hereafter hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party the Borrower or any Affiliate thereofof its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent or any AgentCo-Related Person Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionBank. Each Lender Bank represents to each the Administrative Agent and the Co-Agents that it has, independently and without reliance upon the Administrative Agent or any AgentCo-Related Person Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospectsassets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Loan Credit Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans, and participate in Letters of Credit, hereunder and enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderAgreement. Each Lender Bank also represents that it will, independently and without reliance upon the Administrative Agent or any AgentCo-Related Person Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan DocumentsAgreement, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospectsassets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Borrower and the other Loan Credit Parties. Except for notices, reports and other documents expressly required to be furnished to Neither the Lenders by Administrative Agent nor any Agent herein, such Co-Agent shall not have any duty or responsibility to provide any Lender Bank with any credit or other information concerning the business, prospectsoperations, operationsassets, property, financial and other condition conditions, prospects or creditworthiness of any of the Loan Parties or any of their respective Affiliates Credit Party which may come into the possession of the Administrative Agent or such Co-Agent or any Agentof their respective officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Administrative Agent. Arranger and Other ------------------------------------------------------------- Lenders; Disclosure of Information by Agents. ------- Each Lender expressly acknowledges that no neither the Administrative Agent, the Arranger nor any of their respective officers, directors, employees, agents, attorneys-Related Person has in-fact or affiliates have made any representation representations or warranty warranties to it, it and that no act by any the Administrative Agent hereafter or Arranger hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any a Loan Party or any Affiliate thereofaffiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to each the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent, the Arranger or any Agent-Related Person other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, affiliates and made its own decision to make its Loans hereunder and enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Arranger or any Agent-Related Person other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Loan Parties and the other Loan Partiestheir affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any the Administrative Agent hereinhereunder, such the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of any of the Loan Parties Party or any affiliate of their respective Affiliates a Loan Party which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Administrative Agent. Collateral Agent and Other ---------------------------------------------------------------- Lenders; Disclosure of Information by Agents. Each Lender expressly acknowledges that no none of the Administrative ------- Agent, the Collateral Agent or any of their respective officers, directors, employees, attorneys, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by any the Administrative Agent hereafter or the Collateral Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereofthe Company, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Collateral Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to each the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon the Administrative Agent or the Collateral Agent or any Agent-Related Person other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness credit worthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, Company and made its own decision to make its Loans hereunder and enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or the Collateral Agent or any Agent-Related Person other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and or the other Loan Related Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan PartiesCompany. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any the Administrative Agent hereinor the Collateral Agent hereunder, such neither the Adminis trative Agent nor the Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties Company or any of their respective its Affiliates which may come into the possession of the Administrative Agent or the Collateral Agent or any Agentof their respective officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent. Other Representatives and Other Lenders; Disclosure of Information by Agents. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor any Other Representative nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent or any Agent hereafter Other Representative hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereofthe Borrower, shall be deemed to constitute any representation or warranty by any Agentthe Administrative Agent or such Co-Related Person Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to the Administrative Agent and each Agent Other Representative that it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person Other Representative or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, Borrower and made its own decision to make its Loans hereunder and enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person Other Representative or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Borrower. Each Lender represents to each other party hereto that it is a bank, savings and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit loan association or other information concerning similar savings institution, insurance company, investment fund or company or other financial institution which makes or acquires commercial loans in the ordinary course of its business, prospectsthat it is participating hereunder as a Lender for its own account and for such commercial purposes, operations, property, financial and other condition or creditworthiness of any of that it has the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.knowledge and experience to be

Non-Reliance on Administrative Agent. Collateral Agent, and Other Lenders; Disclosure of Information by Agents. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor the Collateral Agent nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by any the Administrative Agent hereafter or the Collateral Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of Holdings, any Loan Party Borrower, any other Guarantor or any Affiliate thereofother Credit Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Collateral Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to each the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon the Administrative Agent, the Collateral Agent or any Agent-Related Person other 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, property, financial and other condition and creditworthiness of the Loan Parties Borrower and their respective Subsidiaries, and all applicable bank or each other regulatory Laws relating to the transactions contemplated hereby, Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any Agent-Related Person other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Credit Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of any of the Borrower and the other Loan Credit Parties. Except for notices, reports reports, and other documents expressly required to be furnished to the Lenders by any the Administrative Agent hereinhereunder, such neither the Administrative Agent nor the Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, propertyproperties, financial and other condition condition, prospects or creditworthiness of any of the Loan Parties or any of their respective Affiliates which Credit Party that may come into the possession of the Administrative Agent or the Collateral Agent any Agentof their respective officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent. Arrangers, Sustainability Coordinator and Other Lenders; Disclosure of Information by Agents. Each Lender and each L/C Issuer expressly acknowledges that no none of the Administrative Agent-Related Person , any Arranger nor the Sustainability Coordinator has made any representation or warranty to it, and that no act by the Administrative Agent, any Agent Arranger or the Sustainability Coordinator hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent, any Agent-Related Person Arranger or the Sustainability Coordinator to any Lender or each L/C Issuer as to any matter, including whether the Administrative Agent-Related Persons , such Arranger or the Sustainability Coordinator have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent, each Agent Arranger and the Sustainability Coordinator that it has, independently and without reliance upon the Administrative Agent, any Agent-Arranger, the Sustainability Coordinator, any other Lender or any of their Related Person Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties Borrowers hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Arranger, the Sustainability Coordinator, any other Lender or any of their Related Person Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the Lenders by any Agent foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Agent shall not have any duty Lender or responsibility such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent. Collateral Agent and Other Lenders; Disclosure of Information by Agents. Lenders Each Lender expressly acknowledges that no none of the Administrative Agent, the Collateral Agent or any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by any the Administrative Agent hereafter or the Collateral Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of Holdings, the Borrower, any Loan Party other Guarantor or any Affiliate thereofother Credit Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Collateral Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to each Administrative Agent and the Collateral Agent that it has, independently and without reliance upon the Administrative Agent, Collateral Agent or any Agent-Related Person other Lender, and based 164 on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings, the Loan Parties Borrower, each other Guarantor and their respective Subsidiaries, and all applicable bank or each other regulatory Laws relating to the transactions contemplated hereby, Credit Party and made its own decision to make its Term Loans hereunder and enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, Collateral Agent or any Agent-Related Person other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Credit Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings, the Borrower Borrower, each other Guarantor and the each other Loan PartiesCredit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any the Administrative Agent hereinhereunder, such none of the Administrative Agent or the Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, propertyproperties, financial and other condition condition, prospects or creditworthiness of Holdings, the Borrower, any of the Loan Parties other Guarantor or any of their respective Affiliates which other Credit Party that may come into the possession of the Administrative Agent, the Collateral Agent or any Agentof their respective officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent. and Other Lenders; Disclosure of Information by Agents. Each The Lender expressly acknowledges that no Agentneither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by any the Administrative Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereofthe Borrower, the Originator, the Servicer, the Backup Servicer, the Originator and the Collateral Custodian shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionthe Lender. Each The Lender represents to each the Administrative Agent that it has, independently and without reliance upon any the Administrative Agent-Related Person , and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower, the Servicer, the Originator, the Backup Servicer and their respective Subsidiaries, the Collateral Custodian and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, Contracts and made its own decision to purchase its interest in the Note hereunder and enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderAgreement. Each The Lender also represents that it will, independently and without reliance upon any the Administrative Agent-Related Person , and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and any of the other Loan Transaction Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Borrower, the Servicer, the Originator, the Backup Servicer and the other Loan PartiesCollateral Custodian and the Contracts. Except for notices, reports and other documents expressly required to be furnished to received by the Lenders by any Administrative Agent hereinhereunder, such the Administrative Agent shall not have any no duty or responsibility to provide any the Lender with any credit or other information concerning the business, prospects, operations, property, condition (financial and other condition or otherwise), prospects or creditworthiness of any of the Loan Parties Borrower, the Servicer, the Originator, the Backup Servicer and the Collateral Custodian or any of their respective Affiliates the Contracts which may come into the possession of the Administrative Agent or any Agentof its officers, directors, employees, agents, attorneys-Related Personin-fact or affiliates.

Non-Reliance on Administrative Agent. Collateral Agent, and Other Lenders; Disclosure of Information by Agents. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor the Collateral Agent nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by any the Administrative Agent hereafter or the Collateral Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereofCredit Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Collateral Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to each the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon the Administrative Agent, the Collateral Agent or any Agent-Related Person other 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, property, financial and other condition and creditworthiness of Holdings, the Loan Parties Borrower and their respective Subsidiaries, and all applicable bank or each other regulatory Laws relating to the transactions contemplated hereby, Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any Agent-Related Person other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Credit Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of any of the Borrower and the other Loan Credit Parties. Except for notices, reports reports, and other documents expressly required to be furnished to the Lenders by any the Administrative Agent hereinhereunder, such neither the Administrative Agent nor the Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, propertyproperties, financial and other condition condition, prospects or creditworthiness of any of Holdings, the Loan Parties Borrower or any of their respective Affiliates which other Credit Party that may come into the possession of the Administrative Agent or the Collateral Agent any Agentof their respective officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent. Collateral Agent, and Other Lenders; Disclosure of Information by Agents. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor the Collateral Agent nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by any the Administrative Agent hereafter or the Collateral Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereofCredit Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Collateral Agent to any Lender, the Swingline Lender as to or any matter, including whether Agent-Related Persons have disclosed material information in their possessionLetter of Credit Issuer. Each Lender, the Swingline Lender and the Letter of Credit Issuer represents to each the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon the Administrative Agent, the Collateral Agent or any Agent-Related Person other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrowers and their respective Subsidiaries, and all applicable bank or each other regulatory Laws relating to the transactions contemplated hereby, Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any Agent-Related Person other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Credit Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of any of the Borrower and the other Loan Credit Parties. Except for notices, reports reports, and other documents expressly required to be furnished to the Lenders by any the Administrative Agent hereinhereunder, such neither the Administrative Agent nor the Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, propertyproperties, financial and other condition condition, prospects or creditworthiness of any of the Loan Parties or any of their respective Affiliates which Credit Party that may come into the possession of the Administrative Agent or the Collateral Agent any Agentof their respective officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent. (a) Each Lender acknowledges and Other Lenders; Disclosure agrees that the extensions of Information by Agentscredit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender further represents to each Agent that it is engaged, or otherwise authorized, in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent, any Agent-arranger of this credit facility or any amendment thereto or any other Lender and their respective Related Person 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, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement as a Lender, and to extend credit to the Borrower and the other Loan Parties make, acquire or hold Loans hereunder. Each Lender also represents that it willshall, independently and without reliance upon the Administrative Agent, any Agent-arranger of this credit facility or any amendment thereto or any other Lender and their respective Related Person Parties and based on such documents and information (which may contain material, non-public information within the meaning of the U.S. 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 and the Agreement, any other Loan DocumentsDocument, any related agreement or any document furnished hereunder or thereunder and to make such investigations 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, prospectsinterests and obligations hereunder. Without limiting the foregoing, operationseach Lender acknowledges and agrees that neither such Xxxxxx, propertynor any of its respective Affiliates, financial and participants or assignees, may rely on the Administrative Agent to carry out such Xxxxxx’s, participant’s or assignee’s customer identification program, or other condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports and other documents expressly obligations required to be furnished or imposed under or pursuant to the Lenders by PATRIOT Act or the regulations thereunder, including the regulations contained in 31 C.F.R. 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any Agent hereinother anti-terrorism law, such Agent shall not have including any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of programs involving any of the Loan Parties following items relating to or in connection with any of the Borrower, any guarantor, their respective Affiliates which may come into or their respective agents, the possession of Loan Documents or the transactions hereunder or contemplated hereby: (a) any Agent-Related Personidentity verification procedures, (b) any recordkeeping, (c) comparisons with government lists, (d) customer notices or (e) other procedures required under the CIP Regulations or such other laws.

Non-Reliance on Administrative Agent. Arrangers, Bookrunners, and Other Lenders; Disclosure of Information by Agents. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent or any Agent Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Arranger to any Lender or L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or the Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to each the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent, the Syndication Agent, any Co-Documentation Agent-, any Arranger, any Bookrunner, any Senior Managing Agent or any other Lender, L/C Issuer or any of their Related Person Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and made its own analysis of all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender and each L/C Issuer also represents acknowledges that it 105 will, independently and without reliance upon the Administrative Agent, the Syndication Agent, any Co-Documentation Agent-, any Arranger, any Bookrunner, any Senior Managing Agent or any other Lender, L/C Issuer or any of their Related Person Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except Each Lender and each L/C Issuer represents and warrants, as of the date it becomes a Lender or L/C Issuer, that (i) it is such Lender’s or L/C Issuer’s intention that the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the Lenders by any Agent foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Agent shall not have any duty Lender or responsibility such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

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

Non-Reliance on Administrative Agent. the Arrangers and the Other Lenders; Disclosure of Information by Agents. Each Lender Lender, each Fronting L/C Issuer and the Several L/C Agent expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arrangers has made any representation or warranty to it, and that no act by any the Administrative Agent or the Arrangers hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Loan Party the Borrower or the Guarantor of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender Lender. Fronting L/C Issuer or the Several L/C Agent as to any matter, including whether Agent-Related Persons the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender Lender, each Fronting L/C Issuer and the Several L/C Agent represents to the Administrative Agent and each Agent Arranger that it has, independently and without reliance upon the Administrative Agent, any Agent-Arranger, any other Lender or any of their Related Person Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower and the Guarantor and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender Lender, each Fronting L/C Issuer, and the Several L/C Agent also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Arranger, any other Lender or any of their Related Person Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Guarantor. Each Lender, each Fronting L/C Issuer and the Several L/C Agent represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender, Fronting L/C Issuer or Several L/C Agent for the purpose of making, acquiring or holding commercial loans and providing other Loan Partiesfacilities set forth herein as may be applicable to such Lender or Fronting L/C Issuer or Several L/C Agent, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender, each Fronting L/C Issuer and each Several L/C Agent agrees not to assert a claim in contravention of the foregoing. Except for noticesEach Lender, reports each Fronting L/C Issuer and each Several L/C Agent represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other documents expressly required to be furnished to the Lenders by any Agent facilities set forth herein, as may be applicable to such Agent shall not have any duty Lender or responsibility such Fronting L/C Issuer or such Several L/C Agent, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent. Collateral Agent and Other Lenders; Disclosure of Information by Agents. Lenders Each Lender expressly acknowledges that no none of the Administrative Agent, the Collateral Agent, the Joint Lead Arrangers or any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent, the Collateral Agent or any Agent hereafter of the Joint Lead Arrangers hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of Holdings, the Borrower, any Loan Party other Guarantor or any Affiliate thereofother Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent, the Collateral Agent or any Agent-Related Person Joint Lead Arranger to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionor the L/C Issuer. Each Lender and the L/C Issuer represents to each Administrative Agent, the Collateral Agent and the Joint Lead Arrangers that it has, independently and without reliance upon the Administrative Agent, Collateral Agent or any Agent-Related Person other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings, the Loan Parties Borrower, each other Guarantor and their respective Subsidiaries, and all applicable bank or each other regulatory Laws relating to the transactions contemplated hereby, Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, Collateral Agent, any Agent-Related Person Joint Lead Arranger or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Credit Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings, the Borrower Borrower, each other Guarantor and the each other Loan PartiesCredit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, none of the Administrative Agent, the Collateral Agent or any Agent herein, such Agent Joint Lead Arranger shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, propertyproperties, financial and other condition condition, prospects or creditworthiness of Holdings, the Borrower, any of the Loan Parties other Guarantor or any of their respective Affiliates which other Credit Party that may come into the possession of the Administrative Agent, the Collateral Agent, any Joint Lead Arranger or any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates. 199 12.7 Indemnification The Lenders agree to indemnify each Agent, each in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Revolving Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Aggregate Revolving Credit Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Revolving Credit Exposure in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against such Agent, including all fees, disbursements and other charges of counsel to the extent required to be reimbursed by the Credit Parties pursuant to Section 13.5, in any way relating to or arising out of the Revolving Credit Commitments, the Loans and Letters of Credit, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing (SUBJECT TO THE PROVISOS BELOW, WHETHER OR NOT CAUSED BY OR ARISING IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE ORDINARY NEGLIGENCE OF THE INDEMNIFIED PERSON); provided that no Lender shall be liable to any Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction; provided, further, that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur, be imposed upon, incurred by or asserted against the Administrative Agent or the Collateral Agent in any way relating to or arising out of the Revolving Credit Commitments, the Loans and Letters of Credit, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse such Agent upon demand for its ratable share of any costs or out-Related Person.of-pocket expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts 200 indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Xxxxxx’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct (as determined by a final judgment of court of competent jurisdiction). The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. 12.8 Agents in their Individual Capacities Each Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with Holdings, the Borrower, any other Guarantor, and any other Credit Party as though such Agent were not an Agent hereunder and under the other Credit Documents. With respect to the Loans made by it, each Agent shall have the same rights and powers under this Agreement and the other Credit Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity. 12.9

Non-Reliance on Administrative Agent. the Arrangers, Sustainability Coordinators and the Other Lenders; Disclosure of Information by AgentsLenders . Each Lender and the L/C Issuer expressly acknowledges that no none of the Administrative Agent-Related Person , any Sustainability Coordinator nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent, any Agent Sustainability Coordinator or any Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent, any Agent-Related Person Sustainability Coordinator or any Arranger to any Lender or the L/C Issuer as to any matter, including whether the Administrative Agent-Related Persons , any Sustainability Coordinator or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to each Agent the Administrative Agent, the Sustainability Coordinator and the Arrangers that it has, independently and without reliance upon the Administrative Agent, any Agent-Sustainability Coordinator, any Arranger, any other Lender or any of their Related Person Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Sustainability Coordinator, any Arranger, any other Lender or any of their Related Person Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except Each Lender and the L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the Lenders by any Agent foregoing. Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Agent shall not have any duty Lender or responsibility such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent. the Arrangers and Other Lenders; Disclosure of Information by Agents. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by any the Administrative Agent or such Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or such Arranger to any Lender or each L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or such Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and each Agent Arranger that it has, independently and without reliance upon the Administrative Agent, such Arranger, any Agent-other Lender or any of their Related Person Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Arranger, any other Lender or any of their Related Person Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the Lenders by any Agent foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Agent shall not have any duty Lender or responsibility such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent. the Arranger and the Other Lenders; Disclosure of Information by Agents. Each Lender Lender, the L/C Issuer and the Underlying Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arranger has made any representation or warranty to itit (including, without limitation, in respect of the accuracy of any Reports), and that no act by any the Administrative Agent or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender Lender, the L/C Issuer or the Underlying Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender Lender, the L/C Issuer and the Underlying Issuer represents to each the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent, the Arranger, any Agent-other Lender or any of their Related Person Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender Lender, the L/C Issuer and the Underlying Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arranger, any Agent-other Lender or any of their Related Person Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except Each Lender, the L/C Issuer and the Underlying Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender, the L/C Issuer or the Underlying Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender, the L/C Issuer or the Underlying Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender, the L/C Issuer and the Underlying Issuer agrees not to assert a claim in contravention of the Lenders by any Agent foregoing. Each Lender, the L/C Issuer and the Underlying Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Agent shall not have any duty Lender, the L/C Issuer or responsibility the Underlying Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.facilities. 9.08

Non-Reliance on Administrative Agent. the Collateral Agent, the Arranger and the Other Lenders; Disclosure of Information by Agents. Each Lender and each Issuing Lender expressly acknowledges that no none of the Administrative Agent-Related Person , the Collateral Agent nor the Arranger has made any representation or warranty to it, and that no act by any the Administrative Agent, the Collateral Agent or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Loan Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any the Administrative Agent-Related Person , the Collateral Agent or the Arranger to any Lender or each Issuing Lender as to any matter, including whether the Administrative Agent-Related Persons , the Collateral Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each Issuing Lender represents to each the Administrative Agent, the Collateral Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent, the Collateral Agent, the Arranger, any Agent-other Lender or any of their Related Person Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Credit Parties and their respective SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 120 Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties Borrowers hereunder. Each Lender and each Issuing Lender also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, the Arranger, any Agent-other Lender or any of their Related Person Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Credit Parties. Except Each Lender and each Issuing Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or Issuing Lender for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or Issuing Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each Issuing Lender agrees not to assert a claim in contravention of the Lenders by any Agent foregoing. Each Lender and each Issuing Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Agent shall not have any duty Lender or responsibility such Issuing Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent. or Investment Trust ------------------------------------------------------------ Beneficiary and Other Lenders; Disclosure of Information by AgentsFunding Participants. Each Lender Funding Participant expressly --------------------------------------- acknowledges that no neither the Administrative Agent, the Investment Trust Beneficiary nor any of their officers, directors, employees, agents, attorneys-Related Person has in-fact or Affiliates have made any representation or warranty to it, and that no act by the Administrative Agent, the Investment Trust Beneficiary, or any Agent hereafter of their officers, directors, employees, agents, attorneys-in-fact or Affiliates, as the case may be, hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereofDeepwater and its Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Investment Trust Beneficiary, as the case may be, to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionFunding Participant. Each Lender Funding Participant represents to each the Administrative Agent and the Investment Trust Beneficiary that it has, independently and without reliance upon the Administrative Agent, the Investment Trust Beneficiary, or any Agent-Related Person other Funding Participant, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Deepwater and its Affiliates, the Loan Parties value of and their respective Subsidiariestitle to any collateral, and all applicable bank or other regulatory Laws laws relating to the transactions contemplated hereby, hereby and by the other Transaction Documents and has made its own decision to make its Certificate Purchaser Amount and/or Lender Amount, as the case may be, available hereunder and enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderTransaction Documents to which it is a party as a Funding Participant. Each Lender Funding Participant also represents that it will, independently and without reliance upon the Administrative Agent, the Investment Trust Beneficiary, or any Agent-Related Person other Funding Participant, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan DocumentsTransaction Documents to which it is a party as a Funding Participant, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Deepwater and the other Loan Partiesits Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders Funding Participants by any the Administrative Agent hereinor the Investment Trust Beneficiary hereunder, such neither the Administrative Agent nor the Investment Trust Beneficiary shall not have any duty or responsibility to provide any Lender Funding Participant with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties Deepwater or any of their respective Affiliates its Affiliates, which may come into the possession of the Administrative Agent, the Investment Trust Beneficiary or any Agentof their officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent. and Other Lenders; Disclosure of Information by Agents. Each Lender and each Issuing Bank expressly acknowledges that no (x) none of the Administrative Agent-, any Lead Arranger or any of their respective Related Person Parties has made any representation representations or warranty warranties to it, it and that no act taken or failure to act by the Administrative Agent, any Agent hereafter takenLead Arranger or any of their respective Related Parties, including any consent to to, and acceptance of any assignment or review of the affairs of any Loan Party the Borrower and its Subsidiaries or any Affiliate thereof, Affiliates shall be deemed to constitute any a representation or warranty by of the Administrative Agent, any Agent-Lead Arranger or any of their respective Related Person Parties to any Lender or any Issuing Bank as to any matter, including whether the Administrative Agent-, any Lead Arranger or any of their respective Related Persons Parties have disclosed material information in their possession. Each Lender represents to each Agent that (or their respective Related Parties’) possession and (y) it has, independently and without reliance upon the Administrative Agent, any Agent-Related Person Lead 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, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderAgreement. Each Lender also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Related Person Lead Arranger or any other Lender and based on such documents and information as it shall from time to time deem appropriate at appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder. Each Lender and each Issuing Bank expressly acknowledges, represents and warrants to the timeAdministrative Agent and each Lead Arranger that (a) the Loan Documents set forth the terms of a commercial lending facility, (b) it is engaged in making, acquiring, purchasing or holding commercial loans in the ordinary course and is entering into this Agreement and the other Loan Documents to which it is a party as a Lender for the purpose of making, acquiring, purchasing and/or holding the commercial loans set forth herein as may be applicable to it, and not for the purpose of making, acquiring, purchasing or holding any other type of financial instrument, (c) it is sophisticated with respect to decisions to make, acquire, purchase or hold the commercial loans applicable to it and either it or the Person exercising discretion in making its decisions to make, acquire, purchase or hold such commercial loans is experienced in making, acquiring, purchasing or holding commercial loans, (d) it has, independently and without reliance upon the Administrative Agent, any Lead Arranger, any other Lender or any of their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and appraisal of, and investigations into, the business, prospects, operations, property, assets, liabilities, financial and other condition and creditworthiness of the Borrower and its Subsidiaries, all applicable bank or other regulatory applicable laws relating to the Transactions and the transactions contemplated by this Agreement and the other Loan Documents and (e) it has made its own independent decision to enter into this Agreement and the other Loan Documents to which it is a party and to extend credit hereunder and thereunder. Each Lender and each Issuing Bank also acknowledges that (i) it will, independently and without reliance upon the Administrative Agent, any Lead Arranger or any other Lender or any of their respective Related Parties (A) continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan Documents, Document or any related agreement or any document furnished hereunder or thereunder based on such documents and information as it shall from time to time deem appropriate and its own independent investigations and (B) continue to make such investigations and inquiries as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports its Subsidiaries and other documents expressly required to be furnished to the Lenders by (ii) it will not assert any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness claim in contravention of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personthis Section 8.06.

Non-Reliance on Administrative Agent. the Arrangers and Other Lenders; Disclosure of Information by Agents. Each Lender expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent or any Agent Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Loan Party the Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Arranger to any Lender as to any matter, including whether Agent-Related Persons the Administrative Agent or Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender represents to each the Administrative Agent and any Arranger that it has, independently and without reliance upon the Administrative Agent, any Agent-Arranger, any other Lender or any of their Related Person Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower and their respective its Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Arranger, any other Lender or any of their Related Person Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Borrower. Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans, and not for the purpose of purchasing, acquiring or holding any other Loan Parties. Except for noticestype of financial instrument, reports and other documents expressly required each Lender agrees not to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any assert a claim in contravention of the Loan Parties foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans, and either it, or any of their respective Affiliates which may come into the possession of any Agent-Related PersonPerson exercising discretion in making its decision to make, acquire and/or hold such commercial loans is experienced in making, acquiring or holding such commercial loans.

Non-Reliance on Administrative Agent. the Arranger and the Other Lenders; Disclosure of Information by Agents. Each Lender and each L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arranger has made any representation or warranty to it, and that no act by any the Administrative Agent or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender or each L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to each the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent, the Arranger, any Agent-other Lender or any of their Related Person Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arranger, any Agent-other Lender or any of their Related Person Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the Lenders by any Agent foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Agent shall not have any duty Lender or responsibility such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent. Lead Arrangers and Other Lenders; Disclosure of Information by Agents. Each Lender and the L/C Issuer acknowledges that no Agent-Related Person neither of the Administrative Agent nor any Lead Arranger has made any representation or warranty to it, and that no act by the Administrative Agent or any Agent Lead Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Lead Arranger to any Lender or the L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or any Lead 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 each Agent Lead Arranger that it has, independently and without reliance upon the Administrative Agent, such Lead Arranger, any Agent-other Lender or any of their Related Person Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Lead Arranger, any other Lender or any of their Related Person Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except Each Lender and the L/C Issuer represents and warrants that (a) the Loan Documents set forth the terms of a commercial lending facility and (b) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or the L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or the L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the Lenders by any Agent foregoing. Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Agent shall not have any duty Lender or responsibility the L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent. the Arrangers and Other Lenders; Disclosure of Information by Agents. Each Lender and the L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent or any Agent Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Arranger to any Lender or the L/C Issuer as to any matter, including 106 whether Agent-Related Persons the Administrative Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to each the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent, the Arrangers, any Agent-other Lender, the L/C Issuer or any of their Related Person Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties Borrowers hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Arranger, any other Lender, the L/C Issuer or any of their Related Person Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except Each Lender and the L/C Issuer represents and warrants that, as of the date such Person became a party hereto, (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or the L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the Lenders by any Agent foregoing. Each Lender and the L/C Issuer represents and warrants that, as of the date such Person became a party hereto, it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Agent shall not have any duty Lender or responsibility the L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent. Collateral Agent, and Other Lenders; Disclosure of Information by Agents. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor the Collateral Agent nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by any the Administrative Agent hereafter or the Collateral Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereofCredit Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Collateral Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to each the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon the Administrative Agent, the Collateral Agent or any Agent-Related Person other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings, the Loan Parties Borrower and their respective Subsidiaries, and all applicable bank or each other regulatory Laws relating to the transactions contemplated hereby, Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any Agent-Related Person other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Credit Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings, the Borrower and the any other Loan PartiesCredit Party. Except for notices, reports reports, and other documents expressly required to be furnished to the Lenders by any the Administrative Agent hereinhereunder, such neither the Administrative Agent nor the Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, propertyproperties, financial and other condition condition, prospects or creditworthiness of any of Holdings, the Loan Parties Borrower or any of their respective Affiliates which other Credit Party that may come into the possession of the Administrative Agent or the Collateral Agent any Agentof their respective officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates. Each Lender that is party to the Term Loan Exchange Agreement represents to the Administrative Agent and the Collateral Agent that it has full power and authority, and has taken all necessary action, to execute, deliver and enter into the Term Loan Exchange Agreement and to consummate the transactions contemplated thereby, and that none of such execution, delivery, entrance or consummation conflicts with such Lender’s organizational documents, material contracts to which such Lender is a party or applicable law. Each Lender that participates in the Preferred Equity Exchange represents to the Administrative Agent and the Collateral Agent that it has full power and authority, and has taken all necessary action, to execute, deliver and enter into the letter of transmittal delivered by the Lender in connection therewith and to consummate the transactions contemplated thereby, and that none of such execution, delivery, entrance or consummation conflicts with such Lender’s organizational documents, material contracts to which such Lender is a party or applicable law.

Non-Reliance on Administrative Agent. the Arrangers and Other Lenders; Disclosure of Information by Agents. Each Lender expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent or any Agent Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Arranger to any Lender as to any matter, including whether Agent-Related Persons the Administrative Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender represents to each the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent, the Arrangers, any Agent-other Lender or any of their Related Person Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties Borrowers hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Arranger, any other Lender or any of their Related Person Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except Each Lender represents and warrants that, as of the date such Person became a party hereto, (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished 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 Lenders by any Agent foregoing. Each Lender represents and warrants that, as of the date such Person became a party hereto, it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Agent shall not have any duty Lender, and either it, or responsibility the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent. the Joint Lead Arrangers and the Other Lenders; Disclosure of Information by Agents. Each Lender and the Issuing Lender expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Joint Lead Arranger has made any representation or warranty to it, and that no act by the Administrative Agent or any Agent Joint Lead Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Loan Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Joint Lead Arranger to any Lender or the Issuing Lender as to any matter, including whether Agent-Related Persons the Administrative Agent or the Joint Lead Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender and the Issuing Lender represents to each the Administrative Agent and the Joint Lead Arrangers that it has, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any Agent-other Lender or any of their Related Person Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Credit Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrower and the other Loan Parties Borrowers hereunder. Each Lender and the Issuing Lender also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Joint Lead Arranger, any other Lender or any of their Related Person Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Credit Agreement, any other Loan DocumentsCredit Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Credit Parties. Each Lender and the Issuing Lender represents and warrants that (i) the Credit Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Credit Agreement as a Lender or Issuing Lender for the purpose of making, acquiring or holding commercial loans and providing other Loan Partiesfacilities set forth herein as may be applicable to such Lender or Issuing Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the Issuing Lender agrees not to assert a claim in contravention of the foregoing. Except for noticesEach Lender and the Issuing Lender represents and warrants that it is sophisticated with respect to decisions to make, reports acquire and/or hold commercial loans and to provide other documents expressly required to be furnished to the Lenders by any Agent facilities set forth herein, as may be applicable to such Agent shall not have any duty Lender or responsibility such Issuing Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent. and Other Lenders; Disclosure of Information by AgentsCertificate ---------------------------------------------------------- Purchasers. Each Lender Certificate Purchaser expressly acknowledges that no neither the ---------- Administrative Agent, Documentation Agent, Syndication Agent nor any of their officers, directors, employees, agents, attorneys-Related Person has in-fact or Affiliates have made any representation or warranty to it, and that no act by any the Administrative Agent, the Documentation Agent hereafter or the Syndication Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereofDeepwater and its Affiliates, shall be deemed to constitute any representation or warranty by any the Administrative Agent-Related Person , the Documentation Agent or the Syndication Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionCertificate Purchaser. Each Lender Certificate Purchaser represents to each the Administrative Agent, the Documentation Agent and the Syndication Agent that it has, independently and without reliance upon the Administrative Agent, the Documentation Agent and the Syndication Agent, or any Agent-Related Person other Certificate Purchaser, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Deepwater and its Affiliates, the Loan Parties value of and their respective Subsidiariestitle to any collateral, and all applicable bank or other regulatory Laws laws relating to the transactions contemplated hereby, hereby and by the other Transaction Documents and has made its own decision to make its Certificate Purchaser Amount available hereunder and enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderTransaction Documents to which it is a party as a Certificate Purchaser. Each Lender Certificate Purchaser also represents that it will, independently and without reliance upon the Administrative Agent, the Documentation Agent or the Syndication Agent, or any Agent-Related Person other Certificate Purchaser, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan DocumentsTransaction Documents to which it is a party as a Certificate Purchaser, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Deepwater and the other Loan Partiesits Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders Certificate Purchasers by any Agent hereinthe Agents hereunder, such Agent the Agents shall not have any no duty or responsibility to provide any Lender Certificate Purchaser with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of Deepwater or its Affiliates, the Loan Parties or any of Administrative Agent, the Documentation Agent, the Syndication Agent and their respective Affiliates which may come into the possession of the Administrative Agent, the Documentation Agent or the Syndication Agent, or any Agentof their officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent. Collateral Agent, and Other Lenders; Disclosure of Information by Agents. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor the Collateral Agent nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by any the Administrative Agent hereafter or the Collateral Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereofCredit Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Collateral Agent to any Lender, the Swingline Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionor the Letter of Credit Issuer. Each of the Lenders, the Swingline Lender and the Letter of Credit Issuer represents to each the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon the Administrative Agent, the Collateral Agent or any Agent-Related Person other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings, the Loan Parties Borrowers and their respective Subsidiaries, and all applicable bank or each other regulatory Laws relating to the transactions contemplated hereby, Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any Agent-Related Person other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Credit Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings, the Borrower Borrowers and the any other Loan PartiesCredit Party. Except for notices, reports reports, and other documents expressly required to be furnished to the Lenders by any the Administrative Agent hereinhereunder, such neither the Administrative Agent nor the Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, propertyproperties, financial and other condition condition, prospects or creditworthiness of any of Holdings, the Loan Parties Borrowers or any of their respective Affiliates which other Credit Party that may come into the possession of the Administrative Agent or the Collateral Agent any Agentof their respective officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent. and Other Lenders; Disclosure of Information by Agents. Each The Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent agrees that it has, independently and without reliance upon any on the Administrative Agent-Related Person , and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness credit analysis of the Loan Parties Borrower and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any the Administrative Agent-Related Person , and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under this Agreement and the other Loan Documents, and Agreement. The Administrative Agent shall not be required to make such investigations as it deems necessary to inform keep itself informed as to the business, prospects, operations, property, financial and performance or observance by the Borrower of this Agreement or any other condition and creditworthiness document referred to or provided for herein or to inspect the properties or books of the Borrower. The Administrative Agent shall give prompt notice to the Lender of each notice or request required or permitted to be given to the Administrative Agent by the Borrower pursuant to the terms of this Agreement (unless concurrently delivered to the Lender by the Borrower). The Administrative Agent will deliver to the Lender each document or instrument received by the Administrative Agent for the Lender’s account and copies of all other communications received by the other Loan PartiesAdministrative Agent from the Borrower for delivery to the Lender by the Administrative Agent in accordance with the terms of this Agreement. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders Lender by any the Administrative Agent hereinhereunder (as to which the Administrative Agent only shall have the duty to forward what it has received), such the Administrative Agent shall not have any duty or responsibility to provide any the Lender with any credit or other information concerning the business, prospects, operations, propertyaffairs, financial and other condition or creditworthiness business of the Borrower or any of its Affiliates that may come into the Administrative Agent’s possession or that of any of the Loan Parties Administrative Agent’s Affiliates. The Administrative Agent shall not have any duty to ascertain or to inquire as to the 27810336v11 performance or observance of any of the terms, covenants or conditions of this Agreement or any of their respective Affiliates which may come into other Loan Document on the possession part of any Agent-Related PersonLoan Party or to inspect the property (including the books and records) of any Loan Party. In addition, the Administrative Agent and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, those of the Borrower and its Affiliates, and neither the Administrative Agent nor any of its Affiliates has any obligation to disclose any such interest by virtue of any advisory agency or fiduciary relationship or otherwise.

Non-Reliance on Administrative Agent. the Arranger and the Other Lenders; Disclosure of Information by Agents. Each Lender and the L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor the Arranger has made any representation or warranty to it, and that no act by any the Administrative Agent or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender or the L/C Issuer as to any matter, including whether Agent-Related Persons 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 each the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent, the Arranger or any Agent-other Lender or any of their Related Person Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arranger or any Agent-other Lender or any of their Related Person Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan DocumentsDocument or any related agreement or 0000-0000-0000 v.7 any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except Each Lender and the L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility, and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the Lenders by any Agent foregoing. Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Agent shall not have any duty Lender or responsibility such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent. (a) Each Lender acknowledges and Other Lenders; Disclosure agrees that the extensions of Information by Agentscredit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender further represents to each Agent that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent, any Agent-arranger of this credit facility or any amendment thereto or any other Lender and their respective Related Person 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, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement as a Lender, and to extend credit to the Borrower and the other Loan Parties make, acquire or hold Loans hereunder. Each Lender also represents that it willshall, independently and without reliance upon the Administrative Agent, any Agent-arranger of this credit facility or any amendment thereto or any other Lender and their respective Related Person Parties and based on such documents and information (which may contain material, non-public information within the meaning of the U.S. 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 and the Agreement, any other Loan DocumentsDocument, any related agreement or any document furnished hereunder or thereunder and to make such investigations 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, prospectsinterests and obligations hereunder. Without limiting the foregoing, operationseach Lender acknowledges and agrees that neither such Lender, propertynor any of its respective Affiliates, financial and participants or assignees, may rely on the Administrative Agent to carry out such Lender’s, participant’s or assignee’s customer identification program, or other condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports and other documents expressly obligations required to be furnished or imposed under or pursuant to the Lenders by PATRIOT Act or the regulations thereunder, including the regulations contained in 31 C.F.R. 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any Agent hereinother anti-terrorism law, such Agent shall not have including any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of programs involving any of the Loan Parties following items relating to or in connection with any of the Borrower, any guarantor, their respective Affiliates which may come into or their respective agents, the possession of Loan Documents or the transactions hereunder or contemplated hereby: (a) any Agent-Related Personidentity verification procedures, (b) any recordkeeping, (c) comparisons with government lists, (d) customer notices or (e) other procedures required under the CIP Regulations or such other laws.

Non-Reliance on Administrative Agent. the Lead Arrangers and the Other Lenders; Disclosure of Information by Agents. Each Lender expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Lead Arranger has made any representation or warranty to it, and that no act by any the Administrative Agent or the Lead Arrangers hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Arranger to any Lender as to any matter, including whether Agent-Related Persons the Administrative Agent or the Lead Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender represents to each the Administrative Agent and the Lead Arrangers that it has, independently and without reliance upon the Administrative Agent, the Lead Arrangers, any Agent-other Lender or any of their Related Person Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own credit analysis, appraisals and decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, the Lead Arrangers, any Agent-other Lender or any of their Related Person Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished 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 Lenders by any Agent foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Agent shall not have any duty Lender, and either it, or responsibility the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent. (a) Each Lender acknowledges and Other Lenders; Disclosure agrees that the extensions of Information by Agentscredit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender further represents to each Agent that it is engaged, or otherwise authorized, in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent, any Agent-arranger of this credit facility or any amendment thereto or any other Lender and their respective Related Person 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, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement as a Lender, and to extend credit to the Borrower and the other Loan Parties make, acquire or hold Loans hereunder. Each Lender also represents that it willshall, independently and without reliance upon the Administrative Agent, any Agent-arranger of this credit facility or any amendment thereto or any other Lender and their respective Related Person Parties and based on such documents and information (which may contain material, non-public information within the meaning of the U.S. 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 and the Agreement, any other Loan DocumentsDocument, any related agreement or any document furnished hereunder or thereunder and to make such investigations 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, prospectsinterests and obligations hereunder. Without limiting the foregoing, operationseach Xxxxxx acknowledges and agrees that neither such Xxxxxx, propertynor any of its respective Affiliates, financial and participants or assignees, may rely on the Administrative Agent to carry out such Xxxxxx’s, participant’s or assignee’s customer identification program, or other condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports and other documents expressly obligations required to be furnished or imposed under or pursuant to the Lenders by PATRIOT Act or the regulations thereunder, including the regulations contained in 31 C.F.R. 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any Agent hereinother anti-terrorism law, such Agent shall not have including any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of programs involving any of the Loan Parties following items relating to or in connection with any of the Borrower, any guarantor, their respective Affiliates which may come into or their respective agents, the possession of Loan Documents or the transactions hereunder or contemplated hereby: (a) any Agent-Related Personidentity verification procedures, (b) any recordkeeping, (c) comparisons with government lists, (d) customer notices or (e) other procedures required under the CIP Regulations or such other laws.

Non-Reliance on Administrative Agent. Collateral Agent and Other Lenders; Disclosure of Information by Agents. Lenders Each Lender expressly acknowledges that no none of the Administrative Agent, the Collateral Agent, the Joint Lead Arrangers or any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent, the Collateral Agent or any Agent hereafter of the Joint Lead Arrangers hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of Holdings, the Borrower, any Loan Party other Guarantor or any Affiliate thereofother Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent, the Collateral Agent or any Agent-Related Person Joint Lead Arranger to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionor the L/C Issuer. Each Lender and the L/C Issuer represents to each Administrative Agent, the Collateral Agent and the Joint Lead Arrangers that it has, independently and without reliance upon the Administrative Agent, Collateral Agent or any Agent-Related Person other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings, the Loan Parties Borrower, each other Guarantor and their respective Subsidiaries, and all applicable bank or each other regulatory Laws relating to the transactions contemplated hereby, Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, Collateral Agent, any Agent-Related Person Joint Lead Arranger or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Credit Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings, the Borrower Borrower, each other Guarantor and the each other Loan PartiesCredit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, none of the Administrative Agent, the Collateral Agent or any Agent herein, such Agent Joint Lead Arranger shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, propertyproperties, financial and other condition condition, prospects or creditworthiness of Holdings, the Borrower, any of the Loan Parties other Guarantor or any of their respective Affiliates which other Credit Party that may come into the possession of the Administrative Agent, the Collateral Agent, any AgentJoint Lead Arranger or any of their respective officers, directors, employees, agents, attorneys-Related Person.in-fact or Affiliates. 12.7

Non-Reliance on Administrative Agent. Collateral Agent and Other Lenders; Disclosure of Information by Agents. Lenders Each Lender expressly acknowledges that no none of the Administrative Agent-, the Collateral Agent or any of their Related Person Parties has made any representation representations or warranty warranties to it, it and that no act by the Administrative Agent, the Collateral Agent or any Agent hereafter of their Related Parties hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of Holdings, the Borrower, any Loan Party other Guarantor or any Affiliate thereofother Credit Party, shall be deemed to constitute any representation or warranty by any the Administrative Agent-, the Collateral Agent, or their Related Person Parties to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender represents to each Administrative Agent and the Collateral Agent that it has, independently and without reliance upon the Administrative Agent, Collateral Agent, or their Related Parties or any Agent-Related Person other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings, the Loan Parties Borrower, each other Guarantor and their respective Subsidiaries, and all applicable bank or each other regulatory Laws relating to the transactions contemplated hereby, Credit Party and made its own decision to make its Term Loans hereunder and enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, Collateral Agent, or their Related Parties or any Agent-Related Person other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own 181 credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Credit Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings, the Borrower Borrower, each other Guarantor and the each other Loan PartiesCredit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any the Administrative Agent hereinhereunder, such Agent the Agents and their Related Parties shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, propertyproperties, financial and other condition condition, prospects or creditworthiness of Holdings, the Borrower, any of the Loan Parties other Guarantor or any of their respective Affiliates which other Credit Party that may come into the possession of the Administrative Agent, the Collateral Agent or any of their Related Parties. Each Lender agrees that it will not assert any claim against any Agent based on an alleged breach of fiduciary duty by such Agent in connection with this Agreement, the other Credit Documents, or the transactions contemplated hereby or thereby. 12.7 Indemnification The Lenders agree to indemnify each Agent and its Related Parties in their capacities as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective principal amounts of the outstanding Term Loans in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Term Loans shall have been paid in full, ratably in accordance with their respective principal amounts of the outstanding Term Loans in effect immediately prior to such date), and hold harmless such Agent and its Related Parties from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Term Loans) be imposed on, incurred by or asserted against such Agent or Related Party, including all fees, disbursements and other charges of counsel to the extent required to be reimbursed by the Credit Parties pursuant to Section 13.5, in any way relating to or arising out of the making of the Term Loans, the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent or Related Party under or in connection with any of the foregoing (SUBJECT TO THE PROVISOS BELOW, WHETHER OR NOT CAUSED BY OR ARISING IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE ORDINARY NEGLIGENCE OF THE INDEMNIFIED PERSON); provided that no Lender shall be liable to any Agent for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdiction; provided, further, that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, costs, expenses or disbursements of any kind whatsoever that may at any time occur, be imposed upon, incurred by or asserted against any Agent or any of its Related Parties in any way relating to or arising out of the making of the Term Loans, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the 182 transactions contemplated hereby or thereby or any action taken or omitted by such Agent or its Related Parties under or in connection with any of the foregoing (including at any time following the payment of the Term Loans), this Section 12.7 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person.. Without limitation of the foregoing, each Lender shall reimburse such Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees and expenses) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Xxxxxx’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence or willful misconduct (as determined by a final and non- appealable judgment of court of competent jurisdiction). For the avoidance of doubt, each Xxxxxx’s ratable share of any indemnity or reimbursement obligation owing hereunder shall be calculated solely by reference to the Register and any Obligations owing to Lender Claimants (in their capacities as such) shall not be included in calculating such indemnity or reimbursement obligation. 12.8 Agents in their Individual Capacities Each Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with Holdings, the Borrower, any other Guarantor, and any other Credit Party as though such Agent were not an Agent hereunder and under the other Credit Documents. With respect to any Term Loans made by it, each Agent shall have the same rights and powers under this Agreement and the other Credit Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity. 12.9

Non-Reliance on Administrative Agent. Collateral Agent, and Other Lenders; Disclosure of Information by Agents. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor the Collateral Agent nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by any the Administrative Agent hereafter or the Collateral Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereofCredit Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Collateral Agent to any Lender, the Swingline Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionand the Letter of Credit Issuer. Each of the Lenders, the Swingline Lender and the Letter of Credit Issuer represents to each the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon the Administrative Agent, the Collateral Agent or any Agent-Related Person other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and an investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties Holdings, each Borrower and their respective Subsidiaries, and all applicable bank or each other regulatory Laws relating to the transactions contemplated hereby, Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any Agent-Related Person other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Credit Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of any of the Borrower and the other Loan Credit Parties. Except for notices, reports reports, and other documents expressly required to be furnished to the Lenders by any the Administrative Agent hereinhereunder, such neither the Administrative Agent nor the Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, propertyproperties, financial and other condition condition, prospects or creditworthiness of any of Holdings, the Loan Parties Borrowers or any of their respective Affiliates which other Credit Party that may come into the possession of the Administrative Agent or the Collateral Agent any Agentof their respective officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent. the Arrangers and Other Lenders; Disclosure of Information by Agents. Each Lender and the L/C Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent or any Agent Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Loan Party or of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Arranger to any Lender or the L/C Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to each the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent, the Arrangers, any Agent-other Lender, the L/C Issuer or any of their Related Person Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties Borrowers hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, any Agent-Arranger, any other Lender, the L/C Issuer or any of their Related Person Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except Each Lender and the L/C Issuer represents and warrants that, as of the date such Person became a party hereto, (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or the L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the Lenders by any Agent foregoing. Each Lender and the L/C Issuer represents and warrants that, as of the date such Person became a party hereto, it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Agent shall not have any duty Lender or responsibility the L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent. Arrangers and Other Lenders; Disclosure of Information by Agents. Each Lender and the LC Issuer expressly acknowledges that no Agent-Related Person none of the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent or any Agent Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Agent-Related Person Arranger to any Lender or the LC Issuer as to any matter, including whether Agent-Related Persons the Administrative Agent or any Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the LC Issuer represents to each the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent, any Agent-Arranger, any other Lender or any of their Related Person Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender and the LC Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arrangers, or any Agent-other Lender or any of their Related Person Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except Each Lender and the LC Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or LC Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or LC Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the LC Issuer agrees not to assert a claim in contravention of the Lenders by any Agent foregoing. Each Lender and the LC Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Agent shall not have any duty Lender or responsibility such LC Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent. the Arranger, the Sustainability Coordinator and Other Lenders; Disclosure of Information by Agents. Each Lender and the L/C Issuer expressly acknowledges that no none of the Administrative Agent-Related Person , the Sustainability Coordinator nor the Arranger has made any representation or warranty to it, and that no act by any Agent the Administrative Agent, the Sustainability Coordinator or the Arranger hereafter taken, including any consent to to, and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any the Administrative Agent-Related Person , the Sustainability Coordinator or the Arranger to any Lender or the L/C Issuer as to any matter, including whether Agent-Related Persons 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 each Agent the Administrative Agent, the Sustainability Coordinator and the Arranger that it has, independently and without reliance upon the Administrative Agent, the Sustainability Coordinator, the Arranger, any Agent-other Lender or any of their Related Person Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties Company hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, the Sustainability Coordinator, the Arranger, any Agent-other Lender or any of their Related Person Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except Each Lender and the L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the Lenders by any Agent foregoing. Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Agent shall not have any duty Lender or responsibility such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personfacilities.

Non-Reliance on Administrative Agent. Collateral Agent, and Other Lenders; Disclosure of Information by Agents. Each Lender expressly acknowledges that no Agentneither the Administrative Agent nor the Collateral Agent nor any of their respective officers, directors, employees, agents, attorneys-Related Person in-fact or Affiliates has made any representation representations or warranty warranties to it, it and that no act by any the Administrative Agent hereafter or the Collateral Agent taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereofCredit Party, shall be deemed to constitute any representation or warranty by any Agent-Related Person the Administrative Agent or the Collateral Agent to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possessionLender. Each Lender of the Lenders and the Letter of Credit Issuers represents to each the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon the Administrative Agent, the Collateral Agent or any Agent-Related Person other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties Borrower and their respective Subsidiaries, and all applicable bank or each other regulatory Laws relating to the transactions contemplated hereby, Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderAgreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any Agent-Related Person other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Credit Documents, and to make such investigations investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of any of the Borrower and the other Loan Credit Parties. Except for notices, reports reports, and other documents expressly required to be furnished to the Lenders by any the Administrative Agent hereinhereunder or as otherwise requested by a Lender from the Borrower through the Administrative Agent in accordance with the terms hereof, such neither the Administrative Agent nor the Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospectsassets, operations, propertyproperties, financial and other condition condition, prospects or creditworthiness of any of the Loan Parties or any of their respective Affiliates which Credit Party that may come into the possession of the Administrative 184 |US-DOCS\101663612.13131839430.6|| Agent or the Collateral Agent any Agentof their respective officers, directors, employees, agents, attorneys-Related Personin-fact or Affiliates.

Non-Reliance on Administrative Agent. and Other Lenders; Disclosure of Information by Agents. Each Lender acknowledges that no and each Issuing Bank expressly acknowledges that (x) none of the Administrative Agent-, any Lead Arranger or any of their respective Related Person Parties has made any representation representations or warranty warranties to it, it and that no act taken or failure to act by the Administrative Agent, any Agent hereafter takenLead Arranger or any of their respective Related Parties, including any consent to to, and acceptance of any assignment or review of the affairs of any Loan Party the Borrower and its Subsidiaries or any Affiliate thereof, Affiliates shall be deemed to constitute any a representation or warranty by of the Administrative Agent, any Agent-Lead Arranger or any of their respective Related Person Parties to any Lender or any Issuing Bank as to any matter, including whether the Administrative Agent-, any Lead Arranger or any of their respective Related Persons Parties have disclosed material information in their possession. Each Lender represents to each Agent that (or their respective Related Parties’) possession and (y) it has, independently and without reliance upon the Administrative Agent , any Agent-Related Person Lead 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, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunderAgreement. Each Lender also represents acknowledges that it will, independently and without reliance upon the Administrative Agent , any Agent-Related Person Lead Arranger or any other Lender and based on such documents and information as it shall from time to time deem appropriate at appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder. Each Lender and each Issuing Bank expressly acknowledges, represents and warrants to the timeAdministrative Agent and each Lead Arranger that (a) the Loan Documents set forth the terms of a commercial lending facility, (b) it is engaged in making, acquiring, purchasing or holding commercial loans in the ordinary course and is entering into this Agreement and the other Loan Documents to which it is a party as a Lender for the purpose of making, acquiring, purchasing and/or holding the commercial loans set forth herein as may be applicable to it, and not for the purpose of making, acquiring, purchasing or holding any other type of financial instrument, (c) it is sophisticated with respect to decisions to make, acquire, purchase or hold the commercial loans applicable to it and either it or the Person exercising discretion in making its decisions to make, acquire, purchase or hold such commercial loans is experienced in making, acquiring, purchasing or holding commercial loans, (d) it has, independently and without reliance upon the Administrative Agent, any Lead Arranger, any other Lender or any of their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and appraisal of, and investigations into, the business, prospects, operations, property, assets, liabilities, financial and other condition and creditworthiness of the Borrower and its Subsidiaries, all applicable bank or other regulatory applicable laws relating to the Transactions and the transactions contemplated by this Agreement and the other Loan Documents and (e) it has made its own independent decision to enter into this Agreement and the other Loan Documents to which it is a party and to extend credit hereunder and thereunder. Each Lender and each Issuing Bank also acknowledges that (i) it will, independently and without reliance upon the Administrative Agent, any Lead Arranger or any other Lender or any of their respective Related Parties (A) continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan Documents, Document or any related agreement or any document furnished hereunder or thereunder based on such documents and information as it shall from time to time deem appropriate and its own independent investigations and (B) continue to make such investigations and inquiries as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports its Subsidiaries and other documents expressly required to be furnished to the Lenders by (ii) it will not assert any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness claim in contravention of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Personthis Section 8.06.