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

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member the Borrower, any Guarantor or any Affiliate of a Group Memberother Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, any Guarantor and their Affiliates any other Credit Party and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, any Guarantor and their Affiliatesany other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, propertyproperties, condition (financial or otherwise)condition, prospects or creditworthiness of the Borrower, any Group Member Guarantor or any Affiliate of a Group Member other Credit Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

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

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither each of the Administrative Agent nor any of and its officers, directors, employees, agentsAdministrative Agents, attorneys in attorneys-in-fact or Affiliates affiliates has not made any representations or warranties to it and that no act by the Administrative Agent hereafter or any affiliate thereof hereinafter taken, including any review of the affairs of a Group Member any Credit Party or any Affiliate of a Group Membertheir respective Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members and Borrower, the other Credit Parties or their respective Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members Borrower, the other Credit Parties and their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Group Member the Borrower, the other Credit Parties or any Affiliate of a Group Member that their respective Affiliates which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agentsAdministrative Agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member the Borrower, any Guarantor or any Affiliate of a Group Memberother Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, any Guarantor and their Affiliates any other Credit Party and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, any Guarantor and their Affiliatesany other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, propertyproperties, condition (financial or otherwise)condition, prospects or creditworthiness of the Borrower, any Group Member Guarantor or any Affiliate of a Group Member other Credit Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that neither none of the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of a Group Member any Loan Party or any Affiliate of a Group Memberthereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender or the L/C Issuer as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent or Agent, the Arranger, any other Lender or any of their Related Parties, Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own credit analysis and decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent or Agent, the Arranger, any other Lender or any of their Related Parties, Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the any other Loan Documents Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties. Each Lender and their Affiliatesthe 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 facilities 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 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 other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any other facilities set forth herein, as may be applicable to such Lender with any credit or 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 such other information concerning the businessfacilities, operationsis experienced in making, property, condition (financial acquiring or otherwise), prospects holding such commercial loans or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesproviding such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither each of the Administrative Agent nor any of and its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates affiliates has not made any representations or warranties to it and that no act by the Administrative Agent hereafter or any affiliate thereof hereinafter taken, including any review of the affairs of a Group Member any Credit Party or any Affiliate of a Group Membertheir respective Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members and Borrower, the other Credit Parties or their respective Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members Borrower, the other Credit Parties and their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Group Member the Borrower, the other Credit Parties or any Affiliate of a Group Member that their respective Affiliates which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates no Agent-Related Person has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of a Group Member any Credit Party or any Affiliate of a Group Memberthereof, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any LenderLender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent any Agent-Related Person or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, prospects, operations, property, financial and other condition and creditworthiness of the Group Members Credit Parties and their Affiliates respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own credit analysis and decision to make its Loans hereunder and enter into this AgreementCredit Agreement and to extend credit to the Borrower hereunder. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent any Agent-Related Person or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Credit Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Group Members and their AffiliatesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderherein, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Group Member of the Credit Parties or any Affiliate of a Group Member that their respective Affiliates which may come into the possession of any Agent-Related Person, it being understood that the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesshall forward to the Lenders information it receives pursuant to Section 7.1.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates no Agent-Related Person has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereafter hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of a Group Member any Credit Party or any Affiliate of a Group Memberthereof, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any LenderLender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent any Agent-Related Person or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Group Members Credit Parties and their Affiliates respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own credit analysis and decision to make its Loans hereunder and enter into this AgreementCredit Agreement and to extend credit to the Borrower hereunder. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent any Agent-Related Person or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Credit Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Group Members and their AffiliatesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderherein, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition (financial or otherwise), prospects or creditworthiness of any Group Member of the Credit Parties or any Affiliate of a Group Member that their respective Affiliates which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or AffiliatesAgent-Related Person.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly and the Issuing Bank acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, Parties and based on such documents and information as it has deemed appropriate, made conducted its own appraisal of, and independent investigation into, of the business, operations, property, financial and other condition and creditworthiness affairs of the Group Members Credit Parties and their Affiliates Subsidiaries and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender further represents and warrants that it has reviewed each document made available to it on the Platform in connection with this Agreement and has acknowledged and accepted the terms and conditions applicable to the recipients thereof (including any such terms and conditions set forth, or otherwise maintained, on the Platform with respect thereto). Each Lender and the Issuing Bank also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the any other Loan Documents Document or any related agreement or any document furnished hereunder or thereunder, . Each Lender and the Issuing Bank expressly acknowledge that the Administrative Agent and its Affiliates have not made any representation or warranty to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesit. Except for notices, reports and other documents expressly required by the Loan Documents to be furnished to the Lenders transmitted by the Administrative Agent hereunderto the Lenders or the Issuing Bank, the Administrative Agent shall have no duty or responsibility (either express or implied) to provide any Lender or the Issuing Bank with any credit or other information concerning any Credit Party, including the business, prospects, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Group Member Credit Party or any Affiliate of a Group Member Credit Party, that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys in attorneys-in- fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member the Borrower, any Guarantor or any Affiliate of a Group Memberother Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, any Guarantor and their Affiliates any other Credit Party and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, any Guarantor and their Affiliatesany other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, propertyproperties, condition (financial or otherwise)condition, prospects or creditworthiness of the Borrower, any Group Member Guarantor or any Affiliate of a Group Member other Credit Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys- in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Affiliates or their respective officers, directors, employees, agents, attorneys in advisors or attorneys-in-fact or Affiliates has have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member Loan Party or any Affiliate of a Group MemberLoan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates and made its own credit analysis and decision to make its Revolving Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member Loan Party or any Affiliate of a Group Member Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in advisors, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. (a) Each Lender expressly acknowledges and each L/C Issuer represents and warrants that neither (i) the Administrative Agent nor Loan Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender in the ordinary course of business, and not for the purpose of purchasing, acquiring or holding any other type of its officers, directors, employees, agents, attorneys financial instrument (and each Lender agrees not to assert a claim in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review contravention of the affairs of a Group Member or any Affiliate of a Group Memberforegoing), shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (iii) it has, independently and without reliance upon the Administrative Agent, the Lead Arranger, the Syndication Agent or any other Lender or any of their the Related PartiesParties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its enter into this Credit Agreement as a Lender, and to make, acquire or hold Loans hereunder and enter into this Agreement(iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the 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. Each Lender and each L/C Issuer also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent, the Lead Arranger, the Syndication Agent or any other Lender Lender, or any of their the Related PartiesParties of any of the foregoing, and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Company and its Affiliates) as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, the any other Loan Documents Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any Related Party of its officers, directors, employees, agents, attorneys in fact or Affiliates Administrative Agent has made any representations representation or warranties warranty to it other than as expressly set forth herein, and that no act by the Administrative Agent hereafter or any Related Party thereof hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of a Group Member any Borrower, any Guarantor or any Affiliate of a Group Memberthereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Related Party thereof to any LenderLender as to any matter, including whether Administrative Agent or the Related Parties thereof have disclosed material information in their possession. Each Lender represents to the Administrative Agent acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the any other Loan Documents Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderherein, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Group Member of the Loan Parties or any Affiliate of a Group Member that their respective Affiliates which may come into the possession of the Administrative Agent or any Related Party of its officers, directors, employees, agents, attorneys in fact or AffiliatesAgent.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member or the Borrower and/or any Affiliate of a Group Memberother party to the Loan Documents, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower and their Affiliates the other parties to the Loan Documents and made its own credit analysis and decision to make its Loans hereunder hereunder, issue and/or participate in Letters of Credit and enter into this AgreementAgreement and each other Loan Document to which it is a party. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower and their Affiliatesthe other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrower or any Affiliate of a Group Member that other party to the Loan Documents which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member the Borrower, any Guarantor or any Affiliate of a Group Member, other Credit Party shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates Borrower, any Guarantor or any other Credit Party and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their AffiliatesBorrower, any Guarantor or any other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, propertyproperties, condition (financial or otherwise)condition, prospects or creditworthiness of the Borrower, any Group Member Guarantor or any Affiliate of a Group Member other Credit Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither each of the Administrative Agent nor any of and its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates affiliates has not made any representations or warranties to it and that no act by the Administrative Agent hereafter or any affiliate thereof hereinafter taken, including any review of the affairs of a Group Member the Borrower or any Affiliate of a Group Memberits affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members and their Affiliates Borrower or its affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members Borrower and their Affiliatesits affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Group Member the Borrower or any Affiliate of a Group Member that its affiliates which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative no Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, Regional Management, the Servicer, any Originator or any Affiliate of a Group Member, the Backup Servicer shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliates the Receivables and made its own credit analysis and decision to make purchase its interest in the Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the other Loan Documents or any related agreement or any document furnished hereunder or thereunderBasic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliatesthe Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, the Administrative no Agent shall have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrower, the Servicer, Regional Management, each Originator or any Affiliate of a Group Member that the Backup Servicer or the Receivables which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that neither none of the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of a Group Member or the Company of any Affiliate of a Group Memberthereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any LenderLender or the L/C Issuer as to any matter, including whether 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 the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent or Agent, the Arrangers, any other Lender Lender, the L/C Issuer or any of their Related Parties, Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Group Members Company and their Affiliates its Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own credit analysis and decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Company hereunder. Each Lender and the L/C Issuer also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent or Agent, any Arranger, any other Lender Lender, the L/C Issuer or any of their Related Parties, Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the any other Loan Documents Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties. Each Lender and their Affiliatesthe 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 the purpose of making, acquiring or holding commercial loans and providing other facilities 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 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, reports 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 other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any other facilities set forth herein, as may be applicable to such Lender with any credit or 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 such other information concerning the businessfacilities, operationsis experienced in making, property, condition (financial acquiring or otherwise), prospects holding such commercial loans or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesproviding such other facilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member the Borrower, any Guarantor or any Affiliate of a Group Memberother Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, Guarantor and their Affiliates other Loan Party and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, any Guarantor and their Affiliatesany other Loan Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, propertyproperties, condition (financial or otherwise)condition, prospects or creditworthiness of the Borrower, any Group Member Guarantor or any Affiliate of a Group Member other Loan Party that may come into the possession of the Administrative Agent or any of its their respective officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and Issuing Bank expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Memberthe Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderLender or Issuing Bank. Each Lender and Issuing Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesIssuing Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates Borrower and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender and Issuing Bank also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesIssuing Bank, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their AffiliatesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Issuing Banks by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender or Issuing Bank with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that the Borrower which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliates.. 9.7

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

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member the Borrower, any Guarantor or any Affiliate of a Group Memberother Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, any Guarantor and their Affiliates any other Credit Party and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, any Guarantor and their Affiliatesany other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, propertyproperties, condition (financial or otherwise)condition, prospects or creditworthiness of the Borrower, any Group Member Guarantor or any Affiliate of a Group Member other Credit Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates. Notwithstanding anything herein to the contrary, each Lender also acknowledges that the lien and security interest granted to the Collateral Agent pursuant to the Security Documents and the existence of any right or remedy by the Collateral Agent thereunder are subject to the provisions of the Intercreditor Agreement. In the event of a conflict between the terms of the Intercreditor Agreement and any Security Document, the terms of the Intercreditor Agreement shall govern and control. Each Lender hereby authorizes the Collateral Agent to enter into the Intercreditor Agreement on behalf of such Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations representation or warranties warranty to it and that no act by the Administrative Agent or any such Person hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Membereach Co-Borrower and their Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that (i) it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, prospects, operations, propertyproperties, financial and other condition and creditworthiness of the Group Members each Co-Borrower and their Affiliates Subsidiaries and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that Agreement and extend credit to the Co-Borrowers hereunder, and (ii) it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action hereunder and under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, Document and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, propertyproperties, financial and other condition and creditworthiness of the Group Members each Co-Borrower and their AffiliatesSubsidiaries. Except for notices, reports as expressly provided in this Agreement and the other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderLoan Document, the Administrative Agent shall have no duty or responsibility responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyproperties, condition (financial or otherwise), prospects other condition or creditworthiness of any Group Member each Co-Borrower and their Subsidiaries or any Affiliate of a Group Member other Person that may at any time come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent Agent, any Arranger nor any of its their respective officers, directors, employees, agents, attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent or any Arranger hereafter taken, including any review of the affairs of a Group Member or any Affiliate affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any Lender. Each Lender represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon the Administrative Agent Agent, any Arranger or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents Documents, or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders and the L/C Issuer expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, advisors, counsel, attorneys in fact or Affiliates other affiliates has made any representations or warranties to it the L/C Issuer or such Lender and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, any other Loan Party or any Affiliate of a Group Memberother Subsidiary or Affiliate, shall be deemed to constitute any such representation or warranty by the Administrative Agent to the L/C Issuer or any Lender. Each Lender represents to of the Administrative Agent Lenders and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or Agent, any other Lender or counsel to the Administrative Agent, or any of their Related Partiesrespective officers, directors, employees, agents or counsel, and based on the financial statements of the Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of the Borrower, the other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate, made its own appraisal of, credit and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit legal analysis and decision to make its Loans hereunder and enter into this AgreementAgreement and the transactions contemplated hereby. Each Lender of the Lenders and the L/C Issuer also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent or Agent, any other Lender or counsel to the Administrative Agent or any of their Related Partiesrespective officers, directors, employees and agents, and based on such review, advice, documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under the Loan Documents. The Administrative Agent shall not be required to keep itself informed as to the performance or based upon this Agreement, observance by the Borrower or any other Loan Party of the Loan Documents or any related agreement other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, the Borrower, any other Loan Party or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their AffiliatesSubsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders and the L/C Issuer by the Administrative Agent hereunderunder this Agreement or any of the other Loan Documents, the Administrative Agent shall have no duty or responsibility to provide any Lender or the L/C Issuer with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of the Borrower, any Group Member other Loan Party or any other Affiliate of a Group Member that thereof which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or other Affiliates. Each of the Lenders and the L/C Issuer acknowledges that the Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Administrative Agent and is not acting as counsel to any Lender or the L/C Issuer.

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

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Participant expressly acknowledges that neither the Administrative Agent nor the Arranger, nor any of its their respective officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates Affiliates, has made any representations or warranties to it and that no act by the Administrative Agent hereafter or the Arranger hereinafter taken, including any review of the affairs of a Group Member Lessor, Lessee or any Affiliate of a Group MemberGuarantor, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderParticipant. Each Lender Participant represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon Administrative Agent, Administrator, the Administrative Agent Arranger or any other Lender or any of their Related PartiesParticipant, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Lessor, Lessee and their Affiliates Guarantor and made its own credit analysis and decision to make its Loans hereunder and enter into this Participation Agreement. Each Lender Participant also agrees represents that it will, independently and without reliance upon Administrative Agent, the Administrative Agent Arranger or any other Lender or any of their Related PartiesParticipant, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Participation Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderOperative Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Lessor, Lessee and their AffiliatesGuarantor. Except for notices, reports and other documents expressly required to be furnished to the Lenders Participants by the Administrative Agent hereunder, the neither Administrative Agent nor the Arranger shall have no any duty or responsibility to provide any Lender Participant with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member Lessor, Lessee or any Affiliate of a Group Member that Guarantor which may come into the possession of Administrative Agent, the Administrative Agent Arranger or any of its their respective officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

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

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither each of the Administrative Agent nor any of and its officers, directors, employees, agentsAdministrative Agents, attorneys in attorneys-in-fact or Affiliates affiliates has not made any representations or warranties to it and that no act by the Administrative Agent hereafter or any affiliate thereof hereinafter taken, including any review of the affairs of a Group Member any Credit Party or any Affiliate of a Group Membertheir respective Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members and Borrower, the other Credit Parties or their respective Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members Borrower, the other Credit Parties and their respective Affiliates. Except for notices, reports and other documents expressly required to be 77 furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Group Member the Borrower, the other Credit Parties or any Affiliate of a Group Member that their respective Affiliates which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agentsAdministrative Agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Affiliates (other than the Company and its Subsidiaries) nor any of its or their respective officers, directors, employees, agents, attorneys in advisors, attorneys-in-fact or Affiliates has controlling persons have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member Loan Party or any Affiliate of a Group MemberLoan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member Loan Party or any Affiliate of a Group Member Loan Party that may come into the possession of the Administrative Agent or its Affiliates or any of its or their officers, directors, employees, agents, attorneys in advisors, attorneys-in-fact or Affiliatescontrolling persons.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative no Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, Regional Management, the Servicer, any Originator or any Affiliate of a Group Member, the Backup Servicer shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliates the Receivables and made its own credit analysis and decision to make purchase its interest in the Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the other Loan Documents or any related agreement or any document furnished hereunder or thereunderBasic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliatesthe Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, the Administrative no Agent shall have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or any Affiliate of a Group Member that the Receivables which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each DIP Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in counsel, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member an Obligor or any Affiliate of a Group Memberother Obligor, shall be deemed to constitute any representation or warranty by the Administrative Agent to any DIP Lender. Each DIP Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesDIP 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, operations, propertyProperty, financial and other condition and creditworthiness of the Group Members Obligors and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each DIP Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesDIP Lender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other DIP Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation as it deems necessary to inform itself as to the business, operations, propertyProperty, financial and other condition and creditworthiness of the Group Members Obligors and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the DIP Lenders by the Administrative Agent hereunderhereunder or under the other DIP Loan Documents, the Administrative Agent shall not have no any duty or responsibility to provide any DIP Lender with any credit or other information concerning the business, operations, propertyProperty, condition (financial or otherwise), prospects or creditworthiness of any Group Member Obligor or any Affiliate of a Group Member an Obligor that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any 127 Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender, L/C Issuer and Swing Line Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates other Lender nor any Related Party thereto has made any representations representation or warranties warranty to it such Person and that no act by the Administrative Agent or any other Lender hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group MemberBorrower, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Lender to any other Lender. Each Lender, L/C Issuer and Swing Line Lender represents to the Administrative Agent acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender and L/C Issuer also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the any other Loan Documents Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders or Swing Line Fourth Amendment to Credit Agreement Lender by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender, L/C Issuer or Swing Line Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member Borrower or the value of the Collateral or other Properties of Borrower or any Affiliate of a Group Member that other Person which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither each of the Administrative Agent nor any of and its officers, directors, employees, agentsAdministrative Agents, attorneys in attorneys-in-fact or Affiliates affiliates has not made any representations or warranties to it and that no act by the Administrative Agent hereafter or any affiliate thereof hereinafter taken, including any review of the affairs of a Group Member any Credit Party or any Affiliate of a Group Membertheir respective Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members and Borrower, the other Credit Parties or their respective Affiliates and made its own credit analysis and decision to make its Revolving Loans hereunder and enter into this Credit Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members Borrower, the other Credit Parties and their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Group Member the Borrower, the other Credit Parties or any Affiliate of a Group Member that their respective Affiliates which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agentsAdministrative Agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, LEGAL02/38433738v11 directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member Holdings or any Affiliate of a Group Memberits Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members Holdings and their Affiliates its Subsidiaries and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members Holdings and their Affiliatesits Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the The Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)and other conditions, prospects or creditworthiness of any Group Member Holdings or any Affiliate of a Group Member that its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or affiliates. Each of the Lenders acknowledges and agrees that outside legal counsel to the Administrative Agent in connection with the preparation, negotiation, execution, delivery and administration (including any amendments, waivers and consents) of this Agreement and the other Credit Documents is acting solely as counsel to the Administrative Agent and is not acting as counsel to any Lender (other than the Administrative Agent and its Affiliates) in connection with this Agreement, the other Credit Documents or any of the transactions contemplated hereby or thereby.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliates.Group

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither none of the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates Agent-Related Persons has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs or Property of a Group Member or the Borrower and any Affiliate of a Group Memberits Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent any Agent-Related Person to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Parties, Person 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 Group Members Borrower and their Affiliates any other Person (other than the Lenders) party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own credit analysis and decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrower. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Agent-Related Parties, Person and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Group Members Borrower and their Affiliatesany other Person (other than the Lenders) party to a Loan Document. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent hereunderAgent, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition (financial or otherwise), prospects or creditworthiness of Borrower and any Group Member or any Affiliate of other Person party to a Group Member Loan Document that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesthe Agent-Related Persons.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys in consultants, attorneys-in-fact or Affiliates has affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member Loan Party or any Affiliate affiliate of a Group MemberLoan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Partiesrespective officers, directors, employees, agents, consultants attorneys-in-fact or affiliates, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Partiesrespective officers, directors, employees, agents, attorneys-in-fact or affiliates, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member Loan Party or any Affiliate affiliate of a Group Member Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in consultants, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges acknowledges, and each holder of a Note by the acceptance of such Note shall be deemed to acknowledge, that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group MemberBorrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderLender or holder of a Note. Each Lender represents represents, and each holder of a Note by the acceptance of such Note shall be deemed to represent, to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any holder of their Related Partiesa Note, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates Borrowers and made its own credit analysis and decision to make its Loans hereunder and hereunder, enter into this AgreementAgreement and/or accept such Note, as the case may be. Each Lender also agrees represents, and each holder of a Note by the acceptance of such Note shall be deemed to represent, that it will, independently and without reliance upon the Administrative Agent or any other Lender or any holder of their Related Partiesa Note, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their AffiliatesBorrowers. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender or holder of a Note with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that Borrower which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in counsel, attorneys-in-fact or other Affiliates has made any representations or warranties to it such Lender and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member the Borrowers, any other Loan Party or any Affiliate of a Group Membertheir respective Subsidiaries or Affiliates, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender represents to of the Administrative Agent Lenders acknowledges that it hashas made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated hereby, independently and without reliance upon the Administrative Agent or Agent, any other Lender or counsel to the Administrative Agent, or any of their Related Partiesrespective officers, directors, employees, agents or counsel, and based on the financial statements of the Borrowers, the other Loan Parties, and their respective Subsidiaries and Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of the Borrowers, the other Loan Parties, their respective Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness . Each of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender Lenders also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent or Agent, any other Lender or counsel to the Administrative Agent or any of their Related Partiesrespective officers, directors, employees and agents, and based on such review, advice, documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under the Loan Documents. The Administrative Agent shall not be required to keep itself informed as to the performance or based upon this Agreement, observance by the Borrowers or any other Loan Party of the Loan Documents or any related agreement other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, the Borrowers, any other Loan Party or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesrespective Subsidiaries. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunderunder this Agreement or any of the other Loan Documents, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of the Borrowers, any Group Member other Loan Party or any other Subsidiary or Affiliate of a Group Member that thereof which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or other Affiliates. Each of the Lenders acknowledges that the Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Administrative Agent and is not acting as counsel to any Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative no Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, Regional Management, the Servicer, any Originator or any Affiliate of a Group Member, the Backup Servicer shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliates the Receivables and made its own credit analysis and decision to make purchase its interest in the Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such 164 documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the other Loan Documents or any related agreement or any document furnished hereunder or thereunderBasic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliatesthe Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, the Administrative no Agent shall have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrower, the Servicer, Regional Management, each Originator or any Affiliate of a Group Member that the Backup Servicer or the Receivables which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

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

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, counsel, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member the Borrowers, any Subsidiary or any Affiliate of a Group Memberthe Borrowers, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial (and other other) condition and creditworthiness of the Group Members Borrowers and their Affiliates the Subsidiaries, and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender Co-Agent or any of their Related Partiesother Lender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial (and other other) condition and creditworthiness of the Group Members Borrowers and their Affiliatesthe Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderhereunder or under the other Loan Documents, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial (and other) condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrowers or any Affiliate the Subsidiaries or the Affiliates of a Group Member that the Borrowers which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. . Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and 100 sf-3193689 to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action 120 under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the 107 Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative no Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, Regional Management, the Servicer, any Originator or any Affiliate of a Group Member, the Backup Servicer shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliates the Receivables and made its own credit analysis and decision to make purchase its interest in the 168 Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the other Loan Documents or any related agreement or any document furnished hereunder or thereunderBasic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliatesthe Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, the Administrative no Agent shall have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrower, the Servicer, Regional Management, each Originator or any Affiliate of a Group Member that the Backup Servicer or the Receivables which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or 95 responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Non-Canadian Administrative Agent, the Canadian Administrative Agent nor any of its their respective officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates affiliates has made any representations or warranties to it and that no act by either of the Administrative Agent hereafter Agents hereinafter taken, including any review of the affairs of a Group Member Thomson or any Affiliate of a Group MemberBorrower, shall be deemed to constitute any representation or warranty by either of the Administrative Agent Agents to any Lender. Each Lender represents to each of the Administrative Agent Agents that it has, independently and without reliance upon the either Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of Thomson and the Group Members and their Affiliates Borrower and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent Agents or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of Thomson and the Group Members and their AffiliatesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent Agents or either of them hereunder, the Administrative Agent Agents shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that Thomson and the Borrower which may come into the possession of either of the Administrative Agent Agents or any of its their respective officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the 106 Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly and L/C Issuer acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or L/C Issuer or any of their Related Parties, Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement, made its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with Credit Extensions hereunder, and made and shall continue to make its own appraisal of the creditworthiness of Holdings and its Subsidiaries. Each Lender and L/C Issuer also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or L/C Issuer or any of their Related Parties, Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the any other Loan Documents Document or any related agreement or any document furnished hereunder or thereunder. The Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, or otherwise, to make any such investigation or any such appraisal on behalf of the Lenders or the L/C Issuers or to provide any Lender or L/C Issuer with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or issuance of the Letters of Credit or at any time or times thereafter, and to make such investigation as it deems necessary to inform itself as the Administrative Agent shall not have any responsibility with respect to the business, operations, property, financial and other condition and creditworthiness accuracy or completeness of any information provided to the Group Members and their AffiliatesLenders or the L/C Issuers. Except for notices, reports and other documents expressly required by this Agreement to be furnished to the Lenders transmitted by the Administrative Agent hereunderto the Lenders or any L/C Issuer, the Administrative Agent shall not have no any duty or responsibility to provide any Lender Secured Party with any credit or other information concerning the business, prospects, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of any Group Member Loan Party or any Affiliate of a Group Member any Loan Party that may come into in to the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or AffiliatesRelated Parties.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact counsel, attorneys‑in‑fact or other Affiliates has made any representations or warranties to it such Lender and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member the Borrowers, any other Loan Party or any Affiliate of a Group Membertheir respective Subsidiaries or Affiliates, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender represents to of the Administrative Agent Lenders acknowledges that it hashas made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated hereby, independently and without reliance upon the Administrative Agent or Agent, any other Lender or counsel to the Administrative Agent, or any of their Related Partiesrespective officers, directors, employees, agents or counsel, and based on the financial statements of the Borrowers, the other Loan Parties, and their respective Subsidiaries and Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of the Borrowers, the other Loan Parties, their respective Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness . Each of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender Lenders also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent or Agent, any other Lender or counsel to the Administrative Agent or any of their Related Partiesrespective officers, directors, employees and agents, and based on such review, advice, documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under the Loan Documents. The Administrative Agent shall not be required to keep itself informed as to the performance or based upon this Agreement, observance by the Borrowers or any other Loan Party of the Loan Documents or any related agreement other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, the Borrowers, any other Loan Party or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesrespective Subsidiaries. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunderunder this Agreement or any of the other Loan Documents, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of the Borrowers, any Group Member other Loan Party or any other Subsidiary or Affiliate of a Group Member that thereof which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys attorneys‑in‑fact or other Affiliates. Each of the Lenders acknowledges that the Administrative Agent's legal counsel in fact or Affiliatesconnection with the transactions contemplated by this Agreement is only acting as counsel to the Administrative Agent and is not acting as counsel to any Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative no Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, Regional Management, the Servicer, any Originator or any Affiliate of a Group Member, the Backup Servicer shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliates the Receivables and made its own credit analysis and decision to make purchase its interest in the Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the other Loan Documents or any related agreement or any document furnished hereunder or thereunderBasic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliatesthe Receivables. Except for LEGAL02/41783784v7 LEGAL02/42659596v2 notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, the Administrative no Agent shall have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or any Affiliate of a Group Member that the Receivables which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any 108 Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative any Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates affiliates of any Agent has made any representations or warranties to it and that no act by the Administrative Agent hereafter Agents or any affiliate thereof hereinafter taken, including any review of the affairs of a Group Member any Credit Party or any Affiliate of a Group Membertheir respective Affiliates, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative Agent Agents that it has, independently and without reliance upon the Administrative Agent Agents or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members and Borrowers, the other Credit Parties or their respective Affiliates and made its own credit analysis and decision to make its Revolving Loans hereunder and other financial accommodations hereunder and enter into this Credit Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent Agents or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members Borrowers, the other 107 113 Credit Parties and their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent Agents hereunder, the Administrative Agent Agents shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Group Member the Borrowers, the other Credit Parties or any Affiliate of a Group Member that their respective Affiliates which may come into the possession of the Administrative Agent Agents or any of its their officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative no Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, the Borrower Loan Trustee, First Heritage, the Originators, the Servicer, the Subservicers, the Guarantor, the Backup Servicer, the Collateral Agent or any Affiliate of a Group Member, the Image File Custodian shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Borrower Loan Trustee, the Servicer, the Subservicers, First Heritage, the Originators, the Guarantor, the Backup Servicer, the Collateral Agent or the Image File Custodian and their Affiliates the Receivables and made its own credit analysis and decision to make its any Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the other Loan Documents or any related agreement or any document furnished hereunder or thereunderBasic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Borrower Loan Trustee, the Servicer, the Subservicers, First Heritage, the Originators, the Guarantor, the Backup Servicer, the Collateral Agent or the Image File Custodian and their Affiliatesthe Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, the Administrative no Agent shall have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrower, the Borrower Loan Trustee, the Servicer, the Subservicers, First Heritage, the Originators, the Guarantor, the Backup Servicer, the Collateral Agent or any Affiliate of a Group Member that the Image File Custodian or the Receivables which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative no Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, Regional Management, the Servicer, any Originator, the Backup Servicer or any Affiliate of a Group Member, the Image File Custodian shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or the Image File Custodian and their Affiliates the Receivables and made its own credit analysis and decision to make purchase its Loans interest in the Notes hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative any Agent or any 164 other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the other Loan Documents or any related agreement or any document furnished hereunder or thereunderBasic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or the Image File Custodian and their Affiliatesthe Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, the Administrative no Agent shall have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or any Affiliate of a Group Member that the Image File Custodian or the Receivables which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with 100 any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the 116 business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative no Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, Regional Management, the Servicer, any Originator or any Affiliate of a Group Member, the Backup Servicer shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliates the Receivables and made its own credit analysis and decision to make purchase its interest in the Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the other Loan Documents or any related agreement or any document furnished hereunder or thereunderBasic Documents, and to make such investigation as it deems necessary to inform itself as to the 165 business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliatesthe Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, the Administrative no Agent shall have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrower, the Servicer, Regional Management, each Originator or any Affiliate of a Group Member that the Backup Servicer or the Receivables which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative no Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, Regional Management, the Servicer, any Originator or any Affiliate of a Group Member, the Backup Servicer shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliates the Receivables and made its own credit analysis and decision to make purchase its interest in the Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the other Loan Documents or any related agreement or any document furnished hereunder or thereunderBasic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliatesthe Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, the Administrative no Agent shall have no any LEGAL02/4049656702/41783784v137 LEGAL02/40496567v15 LEGAL02/41254404v5 LEGAL02/42659188v3 duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or any Affiliate of a Group Member that the Receivables which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative no Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, Regional Management, the Servicer, any Originator or any Affiliate of a Group Member, the Backup Servicer shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliates the Receivables and made its own credit analysis and decision to make purchase its interest in the Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the other Loan Documents or any related agreement or any document furnished hereunder or thereunderBasic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliatesthe Receivables. Except for 155 LEGAL02/42338653v2 notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, the Administrative no Agent shall have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or any Affiliate of a Group Member that the Receivables which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Party expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member Obligor or any Affiliate affiliate of a Group MemberObligor, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderLender Party (including with respect to any determination that applicable “know your customer” and anti-money laundering policies of any Lender Party are satisfied). Each Lender Party represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesParty, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members Obligors and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder or issue Letters of Credit, as applicable, and enter into this Agreement. Each Lender Party also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesParty, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderCredit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Obligors and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders Lender Parties by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender Party with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member Obligor or any Affiliate affiliate of a Group Member Obligor that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent or any Affiliate thereof hereafter taken, including any review of the affairs of a Group Member the Borrower, the Parent or any Affiliate of a Group MemberLNC, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent Agent, the Issuing Lender or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members Borrower, the Parent and their Affiliates LNC and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent Agent, the Issuing Lender or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderBorrower, the Parent and LNC. The Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Group Member the Borrower, the Parent or any Affiliate of a Group Member that LNC which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates, except as expressly set forth herein.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative no Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, Regional Management, the Servicer, any Originator, the Backup Servicer or any Affiliate of a Group Member, the Image File Custodian shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or the Image File Custodian and their Affiliates the Receivables and made its own credit analysis and decision to make purchase its Loans interest in the Notes hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative any Agent or any 156 other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the other Loan Documents or any related agreement or any document furnished hereunder or thereunderBasic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or the Image File Custodian and their Affiliatesthe Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, the Administrative no Agent shall have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or any Affiliate of a Group Member that the Image File Custodian or the Receivables which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the Issuer expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter or any affiliate thereof hereinafter taken, including any review of the affairs of a Group Member any Credit Party or any Affiliate of a Group Membertheir respective Affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender and the Issuer represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members and Credit Parties or their respective Affiliates and made its own credit analysis and decision to make its Loans hereunder and other financial accommodations hereunder and enter into this Agreement. Each Lender and the Issuer also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Group Members Credit Parties and their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders or the Issuer by the Administrative Agent hereunder, the Administrative Agent shall not have no any duty or responsibility to provide any Lender or the Issuer with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of any Group Member the Credit Parties or any Affiliate of a Group Member that their respective Affiliates which may come into the possession of the Administrative Agent or any of its their officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders expressly acknowledges that neither the Administrative Agent Agent, nor any of its the Administrative Agent's officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including including, without limitation, any review of the affairs of a Group Member or any Affiliate of a Group Memberthe Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderAgent. Each Lender of the Lenders also represents and warrants to the Administrative Agent and the other Lenders that it has, independently and without reliance upon the Administrative Agent or any other Lender such Person (or any of their Related Parties, Affiliates) and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, prospects, financial and other condition conditions and creditworthiness of the Group Members and their Affiliates Loan Parties and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender of the Lenders also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender Liquidity Bank or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, prospects, financial and other condition and creditworthiness of the Group Members Loan Parties. The Administrative Agent, the Lenders and their respective Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender party to this Agreement with any credit or other information concerning the business, operations, property, prospects, financial and other condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that the Loan Parties which may come into the possession of the Administrative Agent such Person or any of its respective officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates, except that the Administrative Agent shall promptly distribute to the Lenders, copies of financial and other information expressly provided to it by either of the Loan Parties pursuant to this Agreement.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative no Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, Regional Management, the Servicer, any Originator or any Affiliate of a Group Member, the Backup Servicer shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliates the Receivables and made its own credit analysis and decision to make purchase its interest in the Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the other Loan Documents or any related agreement or any document furnished hereunder or thereunderBasic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliatesthe Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, the Administrative no Agent shall have no any LEGAL02/42658427v2 duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or any Affiliate of a Group Member that the Receivables which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative no Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, Regional Management, the Servicer, any Originator or any Affiliate of a Group Member, the Backup Servicer shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliates the Receivables and made its own credit analysis and decision to make purchase its interest in the Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the other Loan Documents or any related agreement or any document furnished hereunder or thereunderBasic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliatesthe Receivables. Except for 155 notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, the Administrative no Agent shall have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or any Affiliate of a Group Member that the Receivables which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent 117 shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their NY-2355188 Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter hereinafter taken, including any review of the affairs of a Group Member Holdings or the Borrower or any Affiliate of a Group Memberother Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of Holdings or the Group Members Borrower and their Affiliates the other Loan Parties and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of Holdings or the Group Members and their AffiliatesBorrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunderhereunder or under the other Loan Documents, the Administrative Agent shall not have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member Holdings or the Borrower or any Affiliate of a Group Member that other Loan Party which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to 125 US-DOCS\109358599.12 the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender Participant expressly acknowledges that neither Administrative Agent, Administrator nor the Administrative Agent Arranger, nor any of its their respective officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates Affiliates, has made any representations or warranties to it and that no act by Administrative Agent, Administrator or the Administrative Agent hereafter Arranger hereinafter taken, including any review of the affairs of a Group Member Certificate Trustee or any Affiliate of a Group MemberLessee, shall be deemed to constitute any representation or warranty by Administrative Agent, Administrator or the Administrative Agent Arranger to any LenderParticipant. Each Lender Participant represents to Administrative Agent, Administrator and the Administrative Agent Arranger that it has, independently and without reliance upon Administrative Agent, Administrator, the Administrative Agent Arranger or any other Lender or any of their Related PartiesParticipant, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Certificate Trustee and their Affiliates Lessee and made its own credit analysis and decision to make its Loans hereunder and enter into this Participation Agreement. Each Lender Participant also agrees represents that it will, independently and without reliance upon Administrative Agent, Administrator, the Administrative Agent Arranger or any other Lender or any of their Related PartiesParticipant, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Participation Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderOperative Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Certificate Trustee and their AffiliatesLessee. Except for notices, reports and other documents expressly required to be furnished to the Lenders Participants by the Administrative Agent hereunder, neither Administrative Agent, Administrator nor the Administrative Agent Arranger shall have no any duty or responsibility to provide any Lender Participant with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member Certificate Trustee or any Affiliate of a Group Member that Lessee which may come into the possession of Administrative Agent, Administrator, the Administrative Agent Arranger or any of its their respective officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders and the L/C Issuer expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, advisors, counsel, attorneys in fact or Affiliates other affiliates has made any representations or warranties to it the L/C Issuer or such Lender and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, any other Loan Party or any Affiliate of a Group Memberother Subsidiary or Affiliate, shall be deemed to constitute any such representation or warranty by the Administrative Agent to the L/C Issuer or any Lender. Each Lender represents to of the Administrative Agent Lenders and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or Agent, any other Lender or counsel to the Administrative Agent, or any of their Related Partiesrespective officers, directors, employees, agents or counsel, and based on the financial statements of the Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of the Borrower, the other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate, made its own appraisal of, credit and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit legal analysis and decision to make its Loans hereunder and enter into this AgreementAgreement and the transactions contemplated hereby. Each Lender of the Lenders and the Issuing Bank also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent or Agent, any other Lender or counsel to the Administrative Agent or any of their Related Partiesrespective officers, directors, employees and agents, and based on such review, advice, documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under the Loan Documents. The Administrative Agent shall not be required to keep itself informed as to the performance or based upon this Agreement, observance by the Borrower or any other Loan Party of the Loan Documents or any related agreement other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, the Borrower, any other Loan Party or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their AffiliatesSubsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders and the L/C Issuer by the Administrative Agent hereunderunder this Agreement or any of the other Loan Documents, the Administrative Agent shall have no duty or responsibility to provide any Lender or the L/C Issuer with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of the Borrower, any Group Member other Loan Party or any other Affiliate of a Group Member that thereof which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or other Affiliates. Each of the Lenders and the L/C Issuer acknowledges that the Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Administrative Agent and is not acting as counsel to any Lender or the L/C Issuer.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and 128 ny-2096649 v7 NY-2096649.22 creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any Joint Lead Arranger nor any of its their respective officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter or any Joint Lead Arranger heretofore or hereinafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group MemberCredit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Joint Lead Arranger to any Lender. Each Lender represents to the Administrative Agent and the Joint Lead Arrangers that it has, independently and without reliance upon the Administrative Agent Agent, any Joint Lead Arranger or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates Credit Parties and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it has, and will, independently and without reliance upon the Administrative Agent Agent, any Joint Lead Arranger or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, has made, and will continue to make make, its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and has made, and will continue to make make, such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their AffiliatesCredit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent and the Joint Lead Arrangers have not had, and shall have no not have, any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that the Credit Parties which may come into the possession of the Administrative Agent Agent, any Joint Lead Arranger or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative no Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, Regional Management, the Servicer, any Originator or any Affiliate of a Group Member, the Backup Servicer shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliates the Receivables and made its own credit analysis and decision to make purchase its interest in the Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the other Loan Documents or any related agreement or any document furnished hereunder or thereunderBasic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliatesthe Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, the Administrative no Agent shall have no any LEGAL02/41783784v7 duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or any Affiliate of a Group Member that the Receivables which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative no Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, Regional Management, the Servicer, any Originator or any Affiliate of a Group Member, the Backup Servicer shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or 168 the Backup Servicer and their Affiliates the Receivables and made its own credit analysis and decision to make purchase its interest in the Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the other Loan Documents or any related agreement or any document furnished hereunder or thereunderBasic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliatesthe Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, the Administrative no Agent shall have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrower, the Servicer, Regional Management, each Originator or any Affiliate of a Group Member that the Backup Servicer or the Receivables which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative no Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, Regional Management, the Servicer, any Originator or any Affiliate of a Group Member, the Backup Servicer shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliates the Receivables and made its own credit analysis and decision to make purchase its interest in the Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such 161 documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the other Loan Documents or any related agreement or any document furnished hereunder or thereunderBasic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliatesthe Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, the Administrative no Agent shall have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrower, the Servicer, Regional Management, each Originator or any Affiliate of a Group Member that the Backup Servicer or the Receivables which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has Related Parties have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member Loan Party or any Affiliate of a Group MemberLoan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and of an investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member Loan Party or any Affiliate affiliate of a Group Member Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative no Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, Regional Management, the Servicer, any Originator or any Affiliate of a Group Member, the Backup Servicer shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliates the Receivables and made its own credit analysis and decision to make purchase its Loans interest in the Notes hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the other Loan Documents or any related agreement or any document furnished hereunder or thereunderBasic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Servicer, Regional Management, each Originator or the Backup Servicer and their Affiliatesthe Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, the Administrative no Agent shall have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrower, the Servicer, Regional Management, each Originator or any Affiliate of a Group Member that the Backup Servicer or the Receivables which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member Loan Party or any Affiliate affiliate of a Group MemberLoan Party, shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliates affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, Agreement and the other Loan Documents or any related agreement or any document furnished hereunder or thereunderDocuments, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Loan Parties and their Affiliatesaffiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, and then, only to the extent such notices, reports or documents are actually provided by the Loan Parties, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Loan Parties or any Affiliate affiliate of a Group Member Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative no Agent nor any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative any Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, the Borrower Loan Trustee, SouthernCo, the Originators, the Servicer, the Subservicers, the Guarantor, the Backup Servicer, the Collateral Agent or any Affiliate of a Group Member, the Image File Custodian shall be deemed to constitute any representation or warranty by the Administrative any Agent to any Lender. Each Lender represents to the Administrative each Agent that it has, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, of and investigation into, into the business, operations, property, financial and other condition and creditworthiness of the Group Members Borrower, the Borrower Loan Trustee, the Servicer, the Subservicers, SouthernCo, the Originators, the Guarantor, the Backup Servicer, the Collateral Agent or the Image File Custodian and their Affiliates the Receivables and made its own credit analysis and decision to make its any Loans hereunder and enter into this Agreement. Each Lender also agrees represents that it will, independently and without reliance upon the Administrative any Agent or any other Lender or any of their Related PartiesLender, and based on such documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any of the other Loan Documents or any related agreement or any document furnished hereunder or thereunderBasic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members Signature Page to Credit Agreement (Heights/SouthernCo) Borrower, the Borrower Loan Trustee, the Servicer, the Subservicers, SouthernCo, the Originators, the Guarantor, the Backup Servicer, the Collateral Agent or the Image File Custodian and their Affiliatesthe Receivables. Except for notices, reports and other documents expressly required to be furnished to the Lenders received by the Administrative an Agent hereunder, the Administrative no Agent shall have no any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member the Borrower, the Borrower Loan Trustee, the Servicer, the Subservicers, SouthernCo, the Originators, the Guarantor, the Backup Servicer, the Collateral Agent or any Affiliate of a Group Member that the Image File Custodian or the Receivables which may come into the possession of the Administrative such Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in counsel, attorneys-in-fact or other Affiliates has made any representations or warranties to it such Lender and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member the Borrower, any other Loan Party or any Affiliate of a Group Membertheir respective Subsidiaries or Affiliates, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Lender. Each Lender represents to of the Administrative Agent Lenders acknowledges that it hashas made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated hereby, independently and without reliance upon the Administrative Agent or Agent, any other Lender or counsel to the Administrative Agent, or any of their Related Partiesrespective officers, directors, employees, agents or counsel, and based on the financial statements of the Borrower, the other Loan Parties, and their respective Subsidiaries and Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of the Borrower, the other Loan Parties, their respective Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness . Each of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender Lenders also agrees acknowledges that it will, independently and without reliance upon the Administrative Agent or Agent, any other Lender or counsel to the Administrative Agent or any of their Related Partiesrespective officers, directors, employees and agents, and based on such review, advice, documents and information as it shall from time to time deem appropriateappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under the Loan Documents. The Administrative Agent shall not be required to keep itself informed as to the performance or based upon this Agreement, observance by the Borrower or any other Loan Party of the Loan Documents or any related agreement other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, the Borrower, any other Loan Party or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliatesrespective Subsidiaries. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunderunder this Agreement or any of the other Loan Documents, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of the Borrower, any Group Member other Loan Party or any other Subsidiary or Affiliate of a Group Member that thereof which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in attorneys-in-fact or other Affiliates. Each of the Lenders acknowledges that the Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Administrative Agent and is not acting as counsel to any Lender.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any Affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the NY-2463280 possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliates.