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 have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of Holdings or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings and its Subsidiaries. The Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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, attorneysno Agent-in-fact or affiliates have Related Person has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of Holdings any Credit Party or any of its SubsidiariesAffiliate thereof, 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, Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assetsprospects, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of Holdings the Credit Parties and its Subsidiaries their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementCredit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent any Agent-Related Person or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementCredit Agreement and the other Credit Documents, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower. Except for notices, reports and its Subsidiaries. The other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, assets, propertyProperty, financial and other conditions, prospects condition or creditworthiness of Holdings any of the Credit Parties or any of its Subsidiaries their respective Affiliates which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneysAgent-in-fact or affiliatesRelated Person. 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.91

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the Issuing Bank expressly acknowledges that neither none of the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings any Loan Party or any of its SubsidiariesAffiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any LenderLender or the Issuing Bank as to any matter, including whether the Administrative Agent or such Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the Issuing Bank represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon the Administrative Agent Agent, the Arrangers, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender and the Issuing Bank also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiariesthe Issuing Bank 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 the Issuing Bank for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or the Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the Issuing Bank agrees not to assert a claim in contravention of the foregoing. The Administrative Agent shall not have any duty or responsibility Each Lender and the Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide any other facilities set forth herein, as may be applicable to such Lender with any credit or such the Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other information concerning the businessfacilities, operationsis experienced in making, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

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

Non-Reliance on Administrative Agent and Other Lenders. Each ------------------------------------------------------ Lender and the L/C Bank expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereinafter hereafter taken, including any review of the affairs of Holdings or any of its Subsidiariesthe Companies, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lendersuch Person or the L/C Bank. Each Lender and the L/C Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lendersuch Person or their respective counsel, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings and its Subsidiaries the Companies and made its own decision to make its Loans extend credit hereunder and enter into this Agreementthe Credit Documents. Each Lender and the L/C Bank also represents that it will, independently and without reliance upon the Administrative Agent or any other Lendersuch Person, and based on such documents documents, information and information legal advice (including, without limitation, advice of regulatory counsel to it) as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in entering into the Credit Documents and taking or not taking action under this Agreementthereunder, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Companies. Except for notices, reports and its Subsidiaries. The other documents expressly required to be furnished to the Lenders and the L/C Bank by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender or the L/C Bank with any legal advice or credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects condition or creditworthiness of Holdings or any of its Subsidiaries the Companies which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 respective officers, directors, employees, agents, attorneys-in-fact fact, Subsidiaries or affiliates have Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereinafter hereafter taken, including any review of the affairs of Holdings or any of its Subsidiariesthe Credit Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings and its Subsidiaries the Credit Parties and made its own decision to make its Loans hereunder hereunder, issue and participate in the Letters of Credit and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreementthe Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Credit Parties. Except for notices, reports and its Subsidiaries. The other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operationsfinancial condition, assets, propertyliabilities, financial net assets, properties, results of operations, value, prospects and other conditions, prospects condition or creditworthiness of Holdings or any of its Subsidiaries the Credit Parties which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact fact, Affiliates 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 therebySubsidiaries.

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, attorneysAgent-in-fact or affiliates have Related Persons has made any representations or warranties to it and that no act by the Administrative Agent hereinafter any Agent-Related Person hereafter taken, including any review of the affairs of Holdings a Loan Party or any affiliate of its Subsidiariesa Loan Party, 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 any Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their affiliates and all applicable bank regulatory laws relating to the transactions contemplated hereby and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiariestheir affiliates. The Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent-Related Person shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial and other conditionsor otherwise), prospects or creditworthiness of Holdings any Loan Party or any affiliate of its Subsidiaries a Loan Party which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyAgent-Related Persons.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each 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 Arrangers have made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings or the Borrower of any of its SubsidiariesAffiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or such Arranger to any LenderLender or L/C Issuer as to any matter, including whether the Administrative Agent or such Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent Agent, the Arrangers, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower and its Subsidiaries Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arrangers, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower. Each Lender and its Subsidiarieseach 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 each L/C Issuer agrees not to assert a claim in contravention of the foregoing. The Administrative Agent shall not have any duty or responsibility Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly and Issuing Lender acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneysno Agent-in-fact or affiliates have Related Person has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of Holdings the Borrower or any of its SubsidiariesAffiliates, 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 and Issuing Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent any Agent-Related Person, any Issuing Lender or any other Lender, Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assetsprospects, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower and its Subsidiaries Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementCredit Agreement and to extend credit to the Borrower hereunder. Each Lender and Issuing Lender also represents that it will, independently and without reliance upon the Administrative Agent any Agent-Related Person, any Issuing Lender or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementCredit Agreement and the other Credit Documents, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower. Except for notices, reports and its Subsidiaries. The other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender or Issuing Lender with any credit or other information concerning the business, prospects, operations, assets, propertyProperty, financial and other conditions, prospects condition or creditworthiness of Holdings the Borrower or any of its Subsidiaries Affiliates which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneysAgent-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 therebyRelated 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 have Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereinafter hereafter taken, including any review of the affairs of Holdings or any of its Subsidiariesthe Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower, the Partners, the Partner Parents and its Subsidiaries the Shippers and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower, the Partners, the Partner Parents, the Shippers and its Subsidiariesany other Persons. The 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 any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial and other conditionsor other), prospects or creditworthiness of Holdings the Borrower, the Partners, the Partner Parents, the Shippers or any of its Subsidiaries other Person which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 each of the Administrative Agent nor any of and its officers, directors, employees, agents, attorneys-in-fact or affiliates have has not made any representations or warranties to it and that no act by the Administrative Agent or any affiliate thereof hereinafter taken, including any review of the affairs of Holdings the Borrower, the Parent or any of its Subsidiariestheir 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, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings and its Subsidiaries the Borrower, the Parent or their respective Affiliates and made its own decision to make its Loans Advances hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings the Borrower, the Parent and its Subsidiariestheir respective Affiliates. The 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 any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and or other conditions, prospects or creditworthiness of Holdings the Borrower, the Parent or any of its Subsidiaries 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 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 and each 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 have Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings or the Borrower and any of its SubsidiariesAffiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any LenderLender or any 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 each L/C Issuer represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower and its Subsidiaries Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower and its Subsidiaries. The Administrative Agent shall Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not have for the purpose of purchasing, acquiring or holding any duty or responsibility other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide any Lender with any credit other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other information concerning the businessfacilities, operationsis experienced in making, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly and each Issuing Bank acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of Holdings or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender and each Issuing Bank also represents acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender, 191 Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and any other conditions, prospects and creditworthiness of Holdings and its Subsidiaries. The Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of Holdings Loan Document or any of related agreement or any document furnished hereunder or thereunder. Each Lender, by delivering its Subsidiaries signature page to this Agreement and funding its Loans on the Effective Date, or delivering its signature page to an Assignment and Assumption, Incremental Facility Amendment or Refinancing Amendment pursuant to which may come into the possession of it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates. Each of the Lenders acknowledges and agrees that outside legal counsel to on 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 Effective Date. No Secured Party (other than the Administrative Agent and its Affiliatesthe Collateral Agent) in connection with this Agreement, the other Credit Documents or shall have any right individually to realize upon any of the transactions contemplated hereby Collateral or therebyto enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent and Collateral Agent on behalf of the Secured Parties in accordance with the terms thereof. In the event of a foreclosure by the Administrative Agent or Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent, the Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent or Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party or Secured Parties in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent or Collateral Agent on behalf of the Secured Parties at such sale or other disposition. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations, to have agreed to the foregoing provisions.

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 have Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings or any Loan Party of its Subsidiariesany Affiliate thereof, 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 the Arrangers 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 Agent, the Arrangers, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to 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 represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiariesthe 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. The Administrative Agent shall not have any duty or responsibility Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

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 have has not made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings any Loan Party or any of its SubsidiariesAffiliate thereof, shall be deemed to constitute any representation or any warranty by the Administrative Agent to any LenderLender as to any matter, including whether Administrative Agent has disclosed material information in its (or its Related Parties’) possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to Borrower hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals appraisal and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings Xxxxxxxx. Each Lender represents and its Subsidiaries. The Administrative Agent shall warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans set forth herein as may be applicable to such Lender, and not have for the purpose of purchasing, acquiring or holding any duty or responsibility other type of financial instrument, and each Lender agrees not to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession assert a claim in contravention of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesforegoing. Each of Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire or hold commercial loans, as may be applicable to such Lender, and either it, or the Lenders acknowledges and agrees that outside legal counsel Person exercising discretion in making its decision to the Administrative Agent make, acquire or hold such commercial loans, is experienced in connection with the preparationmaking, 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 acquiring or any of the transactions contemplated hereby or therebyholding such commercial loans.

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 have Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereinafter hereafter taken, including any review of the affairs of Holdings or any of its Subsidiariesthe Companies, 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 LenderLender or their respective counsel, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings and its Subsidiaries the Companies and made its own decision to make its Loans extend credit hereunder and enter into this Agreementthe Credit Documents. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents documents, information and information legal advice (including, without limitation, advice of regulatory counsel to it) as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in entering into the Credit Documents and taking or not taking action under this Agreementthereunder, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Companies. Except for notices, reports and its Subsidiaries. The other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any legal advice or credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects condition or creditworthiness of Holdings or any of its Subsidiaries the Companies which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 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 have the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings or any Loan Party of its Subsidiariesany Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender or the L/C Issuer as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to 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 represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiariesthe L/C Issuer represents and warrants, as of the date hereof, 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. The Administrative Agent shall not have any duty or responsibility Each Lender and the L/C Issuer represents and warrants, as of the date hereof, that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each DSRA L/C Issuing Bank and each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter hereafter taken, including any review of the affairs of Holdings a Loan Party or any affiliate of its Subsidiariesa Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any DSRA L/C Issuing Bank or any Lender. Each DSRA L/C Issuing Bank and each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent Agent, any other DSRA L/C Issuing Bank or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder or issue Letters of Credit, as applicable, and enter into this Agreement. Each DSRA L/C Issuing Bank and each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other DSRA L/C Issuing Bank or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiariestheir affiliates. The Except for notices, reports and other documents expressly required to be furnished to the DSRA L/C Issuing Banks or the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any DSRA L/C Issuing Bank or any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial and other conditionsor otherwise), prospects or creditworthiness of Holdings any Loan Party or any affiliate of its Subsidiaries which a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 and the Letter of Credit Issuer expressly acknowledges that neither the none of Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings any Loan Party or any of its SubsidiariesAffiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender or the Letter of Credit Issuer as to any matter, including whether Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the Letter of Credit Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon Administrative Agent, the Administrative Agent Arranger, any Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementCredit Agreement and to extend credit to the Borrower Parties hereunder. Each Lender and the Letter of Credit Issuer also represents acknowledges that it will, independently and without reliance upon Administrative Agent, the Administrative Agent Arranger, any Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Credit Agreement, any other Loan 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, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiariesthe Letter of Credit Issuer represents and warrants that (a) the Loan Documents set forth the terms of a commercial lending facility and (b) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Credit Agreement as a Lender or Letter of Credit 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 Letter of Credit Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the Letter of Credit Issuer agrees not to assert a claim in contravention of the foregoing. The Administrative Agent shall not have any duty or responsibility Each Lender and the Letter of Credit Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide any other facilities set forth herein, as may be applicable to such Lender with any credit or such Letter of Credit 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each 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 have the Arrangers has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or the Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings any Loan Party or any of its SubsidiariesAffiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any LenderLender or each 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 each L/C Issuer represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information 116 as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiarieseach 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 each L/C Issuer agrees not to assert a claim in contravention of the foregoing. The Administrative Agent shall not have any duty or responsibility Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

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

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each 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 have the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings or any Loan Party of its Subsidiariesany Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender or each 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 each L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any 116 document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiarieseach 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 each L/C Issuer agrees not to assert a claim in contravention of the foregoing. The Administrative Agent shall not have any duty or responsibility Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

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 have 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 hereinafter or any other Lender hereafter taken, including any review of the affairs of Holdings or any of its SubsidiariesBorrower, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Lender to any other Lender. Each Lender, L/C Issuer and Swing Line Lender represents to the Administrative Agent acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender and L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Except for notices, reports and other documents expressly required to make such investigation as it deems necessary to inform itself as be furnished to the businessLenders or Swing Line Lender by Administrative Agent hereunder, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings and its Subsidiaries. The Administrative Agent shall not have any duty or responsibility to provide any Lender, L/C Issuer or Swing Line Lender with any credit or other CREDIT AGREEMENT – Page 118 information concerning the business, operations, assets, property, condition (financial and other conditionsor otherwise), prospects or creditworthiness of Holdings Borrower or the value of the Collateral or other Properties of Borrower or any of its Subsidiaries other Person which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 and each Issuing Bank acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of Holdings or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender and each Issuing Bank also represents acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and any other conditions, prospects and creditworthiness of Holdings and its Subsidiaries. The Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of Holdings Loan Document or any of related agreement or any document furnished hereunder or thereunder. Each Lender, by delivering its Subsidiaries signature page to this Agreement and funding its Loans on the Effective Date, or delivering its signature page to an Assignment and Assumption, Incremental Facility Amendment or Refinancing Amendment pursuant to which may come into the possession of it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates. Each of the Lenders acknowledges and agrees that outside legal counsel to on 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 Effective Date. No Secured Party (other than the Administrative Agent and its Affiliatesthe Collateral Agent) in connection with this Agreement, the other Credit Documents or shall have any right individually to realize upon any of the transactions contemplated hereby Collateral or therebyto enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent and Collateral Agent on behalf of the Secured Parties in accordance with the terms thereof. In the event of a foreclosure by the Administrative Agent or Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent, the Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent or Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party or Secured Parties in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent or Collateral Agent on behalf of the Secured Parties at such sale or other disposition. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations, to have agreed to the foregoing provisions.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter hereafter taken, including any review of the affairs of Holdings either of the Borrowers or any affiliate of its Subsidiarieseither of the Borrowers, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrowers and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrowers and its Subsidiariestheir affiliates. The 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 any no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial and other conditionsor otherwise), prospects or creditworthiness of Holdings either of the Borrowers or any affiliate of its Subsidiaries which either of the Borrowers that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 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 have the Arrangers has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or the Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings any of the Borrower, any Guarantor or any of its SubsidiariesAffiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arrangers to any LenderLender or the L/C Issuer as to any matter, including whether the Administrative Agent or the Arrangers 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, any otherArranger, any Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis andof, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties, and its Subsidiaries all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own 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 represents acknowledges that it will, independently and without reliance upon the Administrative Agent or, any otherArranger, any Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder., and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower. Each Lender and its Subsidiariesthe 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 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 the L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the foregoing. The Administrative Agent shall not have any duty or responsibility Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide any other facilities set forth herein, as may be applicable to such Lender with any credit or the L/C Issuer, and either CHAR1\1710066v1CHAR1\0000000x0 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

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 have Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of Holdings the Parent or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrowers and its the Subsidiaries of the Parent and made its own decision to make its Revolving Credit Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Parent and its Subsidiaries. The 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 any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial and other conditionsor otherwise), prospects or creditworthiness of Holdings or any of the Parent and its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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-attorneys in fact or affiliates have has made any representations or warranties to it and that no act by the Administrative Agent hereinafter hereafter taken, including any review of the affairs of Holdings a Group Member or any affiliate of its Subsidiariesa 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, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Group Members and its Subsidiaries their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon Portions of this Exhibit, indicated by the xxxx “[*****],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Group Members and its Subsidiariestheir affiliates. The 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 any no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial and other conditionsor otherwise), prospects or creditworthiness of Holdings any Group Member or any affiliate of its Subsidiaries which a Group Member 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. 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, the Documentation Agent nor or any of its their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have Affiliates has made any representations or warranties to it and that no act by the Administrative Agent or the Documentation Agent hereinafter taken, including any review of the affairs of Holdings or any of its Subsidiariesthe Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Documentation Agent to any Lender. Each Lender represents to the Administrative Agent and the Documentation Agent that it has, independently and without reliance upon the Administrative Agent, the Documentation Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings and its Subsidiaries the Borrower and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Documentation Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower. Except for notices, reports and its Subsidiaries. The other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent and the Documentation Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial and other conditionsor otherwise), prospects or creditworthiness of Holdings or any of its Subsidiaries the Borrower which may come into the possession of the Administrative Agent or the Documentation Agent or any of its their respective officers, directors, employees, agents, 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 and the L/C Issuer expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have Arranger has made any representations representation or warranties warranty to it and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings any Loan Party or any of its SubsidiariesAffiliate thereof, 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 has 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 Agent, any Arranger or any other Lender, Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transaction contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger or any other Lender, Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings and its Subsidiaries. The Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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.Loan 117

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 have Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereinafter hereafter taken, including any review of the affairs of Holdings or any of its Subsidiariesthe Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings and its Subsidiaries the Borrower and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower. Except for notices, reports, financial statements, and its Subsidiaries. The other documents furnished to the Administrative Agent by the Borrower or any Subsidiary Guarantor hereunder (as to which the Administrative Agent shall furnish copies to each Lender requesting same), the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial and other conditionsor otherwise), prospects or creditworthiness of Holdings or any of its Subsidiaries the Borrower which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 and each L/C Issuer expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings the Borrower or any of its SubsidiariesAffiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any LenderLender or any L/C Issuer as to any matter, including whether the Administrative Agent or such Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon the Administrative Agent Agent, such Arranger, any other Lender or any other Lender, of their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower and its Subsidiaries Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their respective Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower and its Subsidiaries. The Administrative Agent shall not have any duty or responsibility to provide any Each Lender with any credit or other information concerning and each L/C Issuer represents and warrants that (a) the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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.Loan

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the Fronting L/C Issuer expressly acknowledges that neither of the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings or any Loan Party of its Subsidiariesany Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender or the Fronting 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 Lender, and the Fronting L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and the Fronting L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiariesthe Fronting 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 as the Fronting 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 Fronting L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the Fronting L/C Issuer agrees not to assert a claim in contravention of the foregoing. The Administrative Agent shall not have any duty or responsibility Each Lender and the Fronting L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide any other facilities set forth herein, as may be applicable to such Lender with any credit or the Fronting 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

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 have has made any representations or warranties to it and that no act by the Administrative Agent or any affiliate thereof hereinafter taken, including any review of the affairs of Holdings any Credit Party or any of its Subsidiariestheir 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, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings and its Subsidiaries the Credit Parties or their respective Affiliates and made its own decision to make its Loans hereunder and other financial accommodations hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings the Credit Parties and its Subsidiariestheir respective Affiliates. The 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 any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and or other conditions, prospects or creditworthiness of Holdings the Credit Parties or any of its Subsidiaries their respective Affiliates which may come into the possession of the Administrative Agent or any of its their officers, directors, employees, agents, 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 and the L/C Issuer acknowledges that neither none of the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings any Loan Party or any of its SubsidiariesAffiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender or the L/C Issuer as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent that and the Arranger that, it has, independently and without reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to 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 represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiariesthe 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. The Administrative Agent shall not have any duty or responsibility Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders and the L/C Issuer expressly acknowledges that neither none of the Administrative Agent nor any of its officersAgent, directors, employees, agents, attorneys-in-fact BAS or affiliates have the Sustainability Coordinator has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter Agent, BAS or the Sustainability Coordinator hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings any Loan Party or any of its SubsidiariesAffiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent Agent, BAS, or the 104 Sustainability Coordinator to any LenderLender or the L/C Issuer as to any matter, including whether the Administrative Agent, BAS, or the Sustainability Coordinator has disclosed material information in such Person’s (or its Related Parties’) possession. Each Lender of the Lenders and the L/C Issuer represents to the Administrative Agent Agent, BAS, and the Sustainability Coordinator that it has, independently and without reliance upon the Administrative Agent Agent, BAS, the Sustainability Coordinator, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender of the Lenders and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, BAS, the Sustainability Coordinator, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings and its Subsidiaries. The Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesLoan Parties. Each of the Lenders acknowledges and agrees the L/C Issuer represents and warrants that outside legal counsel to (a) the Administrative Agent Loan Documents set forth the terms of a commercial lending facility and (b) it is engaged in connection with making, acquiring or holding commercial loans in the preparation, negotiation, execution, delivery ordinary course and administration (including any amendments, waivers and consents) of is entering into this Agreement as a Lender or the L/C Issuer, as applicable, 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 the L/C Issuer, as applicable, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each of the Lenders and the other Credit Documents is acting solely as counsel L/C Issuer agrees not to the Administrative Agent and is not acting as counsel to any Lender (other than the Administrative Agent and its Affiliates) assert a claim in connection with this Agreement, the other Credit Documents or any contravention of the transactions contemplated hereby foregoing. Each of the Lenders and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or therebythe L/C Issuer, as applicable, 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.

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 have (including, without limitation, UBS Securities LLC (“UBS Securities”); it being understood that each reference to affiliate in this Section 13.6 shall include UBS Securities) has made any representations or warranties to it and that no act by the Administrative Agent or any affiliate thereof hereinafter taken, including any review of the affairs of Holdings or any of its Subsidiariesthe Consolidated Group, 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, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings and its Subsidiaries the Consolidated Group and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings the Consolidated Group. Except for notices, reports and its Subsidiaries. The other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and or other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries the Consolidated Group which may come into the possession of the Administrative Agent or any of its respective officers, directors, employees, agents, 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 Lender, each Fronting Bank, and each 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 have the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings or any Loan Party of its Subsidiariesany Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any Lender, Fronting Bank or 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 Lender, Fronting Bank and each L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender Lender, Fronting Bank and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Credit 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, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender, Fronting Bank, and its Subsidiarieseach L/C Issuer represents and warrants that (i) the Credit Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender, Fronting Bank 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, Fronting Bank or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender, each Fronting Bank and each L/C Issuer agrees not to assert a claim in contravention of the foregoing. The Administrative Agent shall not have any duty or responsibility Each Lender, each Fronting Bank and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide any Lender with any credit other facilities set forth herein, as may be applicable to such Lender, such Fronting Bank 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesfacilities. 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.117 DB1/ 115371409.4

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each 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 have the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings or any Loan Party of its Subsidiariesany Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender or each 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 each L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiarieseach 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 each L/C Issuer agrees not to assert a claim in contravention of the foregoing. The Administrative Agent shall not have any duty or responsibility Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each 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 have Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings or the Company of any of its SubsidiariesAffiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any LenderLender or any L/C Issuer as to any matter, including whether the Administrative Agent or the Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Company and its Subsidiaries Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Company hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Company. Each Lender and its Subsidiarieseach 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 each L/C Issuer agrees not to assert a claim in contravention of the foregoing. The Administrative Agent shall not have any duty or responsibility Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

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 have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of Holdings or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, and to make such investigation as it deems necessary to inform itself as to any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender expressly acknowledges that neither the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings and its Subsidiaries. The Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of Holdings or nor any of its Subsidiaries which may come into the possession of Related Parties has made any representations or warranties to it and that no act by the Administrative Agent or any such Related Party hereinafter taken, including any review of its officersthe affairs of the Borrower or any other Credit Party, directors, employees, agents, attorneys-in-fact shall be deemed to constitute any representation or affiliateswarranty by the Administrative Agent or any Related Party to any Lender. Each Without limiting the generality of the foregoing or any other provision of this Article X each of the Lenders hereby acknowledges that it has received and reviewed a copy of the Agency Consents (and, to the extent applicable, any consent or acknowledgment of an Agency in connection with an Incremental Term Loan) and agrees to be bound by the terms thereof as if a signatory thereto. Each Lender (and each assignee of a Lender that becomes a party hereto after the Closing Date) including in its capacity as a potential Hedge Bank or Cash Management Bank and on behalf of any Affiliate thereof which is a Hedge Bank or Cash Management Bank, hereby authorizes and directs the Administrative Agent to enter into the Agency Consents (and, to the extent applicable, any consent or acknowledgment of an Agency in connection with an Incremental Term Loan) on behalf of such Lender (or other Secured Parties) and agrees that outside legal counsel to the Administrative Agent may take such actions on its behalf as is contemplated by the terms of any such Agency Consent (or other consent or acknowledgement, as the case may be). Each Affiliate of a Lender shall in connection with any event be deemed to have by its acceptance of the preparation, negotiation, execution, delivery benefits conferred to it herein and administration (including any amendments, waivers and consents) in the Security Documents agreed to the provisions 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 therebySection 10.7.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates have has made any representations or warranties to it and that no act by the Administrative Agent hereinafter takenhereinafter, including any review of the affairs of Holdings the Borrower or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, appropriate made its own appraisal evaluation of and investigation into the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower or any other Credit Party and its Subsidiaries the value and Lien status of any collateral security and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Agreementany Loan Document, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower or any other Credit Party and its Subsidiariesthe value and Lien status of any collateral security. The 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 any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, propertyProperty, financial and other conditions, prospects condition or creditworthiness of Holdings the Borrower or any of its Subsidiaries other Credit Party which at any time may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 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 have the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings any Loan Party or any of its SubsidiariesAffiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender or the L/C Issuer as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to 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 represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiariesthe 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 119 other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the foregoing. The Administrative Agent shall not have any duty or responsibility Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the Issuing Bank expressly acknowledges that neither none of the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings or any Loan Party of its Subsidiariesany Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender or the Issuing Bank 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 Issuing Bank represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender and the Issuing Bank also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiariesthe Issuing Bank 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 the Issuing Bank for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or the Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the Issuing Bank agrees not to assert a claim in contravention of the foregoing. The Administrative Agent shall not have any duty or responsibility Each Lender and the Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide any other facilities set forth herein, as may be applicable to such Lender with any credit or the Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other information concerning the business142 DB1/ 118785215.8 facilities, operationsis experienced in making, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each 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 have Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings any Loan Party or any of its SubsidiariesAffiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any LenderLender or any L/C Issuer as to any matter, including whether the Administrative Agent or any Arranger has disclosed material information in its (or its Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiarieseach 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 each L/C Issuer agrees not to assert a claim in contravention of the foregoing. The Administrative Agent shall not have any duty or responsibility Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each 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 have the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings or any Loan Party of its Subsidiariesany Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender or any 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 each L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the 136 business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Company hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiarieseach 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 each L/C Issuer agrees not to assert a claim in contravention of the foregoing. The Administrative Agent shall not have any duty or responsibility Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

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 have Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereinafter hereafter taken, including any review of the affairs of Holdings the Borrower or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any material or other information provided by the Administrative Agent (which, if so furnished are acknowledge by the Lenders to be for informational purposes only and without representation or warranty) or any other LenderLenders, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditionscondition, prospects and creditworthiness credit worthiness of Holdings the Borrower and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender confirms that it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditionscondition, prospects and creditworthiness credit worthiness of Holdings the Borrower and its Subsidiaries. The 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, financial and or other conditionscondition, prospects or creditworthiness credit worthiness of Holdings the Borrower or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 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 have the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings or any Loan Party of its Subsidiariesany Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender or the L/C Issuer as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiariesthe 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. The Administrative Agent shall not have any duty or responsibility Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesfacilities. 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 thereby9.08.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each 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 have Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings any Loan Party or any of its SubsidiariesAffiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any LenderLender or any L/C Issuer as to any matter, including whether the Administrative Agent or any Arranger has disclosed material information in its (or its Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiarieseach 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 each L/C Issuer agrees not to assert a claim in contravention of the foregoing. The Administrative Agent shall not have any duty or responsibility Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide any other facilities set forth herein, as may be applicable to such Lender with any credit or such L/C Issuer, CHAR1\1982698v3 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent or the Documentation Agent nor any of its their officers, directors, employees, agents, attorneys-in-fact or affiliates have Affiliates has made any representations or warranties to it and that no act by the Administrative Agent or the Documentation Agent hereinafter taken, including any review of the affairs of Holdings or any of its Subsidiariesthe Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Documentation Agent to any Lender. Each Lender represents to the Administrative Agent and the Documentation Agent that it has, independently and without reliance upon the Administrative Agent or the Documentation Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, 113 108 property, financial and other conditions, prospects condition and creditworthiness of Holdings and its Subsidiaries the Borrower and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or the Documentation Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower. Except for notices, reports and its Subsidiaries. The other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial and other conditionsor otherwise), prospects or creditworthiness of Holdings or any of its Subsidiaries the Borrower which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 (and, if applicable, each other Secured Creditor) expressly acknowledges that neither the Administrative Agent Agent, nor any of its officers, directors, employees, agents, attorneys-in-attorneys in fact or affiliates Affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter hereafter taken, including any review of the affairs of Holdings an Obligor or any Affiliate of its Subsidiariesan Obligor, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderLender or any other Secured Creditor. Each Lender (and, if applicable, each other Secured Creditor) represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other LenderLender or any other Secured Creditor, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings Obligors and its Subsidiaries their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreementhereunder. Each Lender (and, if applicable, each other Secured Creditor) also represents that it will, independently and without reliance upon the Administrative Agent or any other LenderLender or any other Secured Creditor, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings Obligors and its Subsidiariestheir Affiliates. The Except for notices, reports and other documents expressly required to be furnished to Lenders by Administrative Agent hereunder, Administrative Agent shall not have any duty or responsibility to provide any Lender or any other Secured Creditor with any credit or other information concerning the business, operations, assets, property, condition (financial and other conditionsor otherwise), prospects or creditworthiness of Holdings any Obligor or any Affiliate of its Subsidiaries which 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. 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 Agent, Banc of America Securities LLC ("BAS") nor any of its their officers, directors, employees, agents, attorneys-in-fact or affiliates have has made any representations or warranties to it and that no act by the Administrative Agent Agent, BAS or any affiliate thereof hereinafter taken, including any review of the affairs of Holdings or any of its SubsidiariesCredit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or BAS to any Lender. Each Lender represents to the Administrative Agent and BAS that it has, independently and without reliance upon the Administrative Agent or BAS or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings and its Subsidiaries the Credit Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent Agent, BAS or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings the Credit Parties. Except for notices, reports and its Subsidiaries. The other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent and BAS shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and or other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries the Credit Parties which may come into the possession of the Administrative Agent Agent, BAS or any of its their officers, directors, employees, agents, 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 Agent, NMS nor any of its their officers, directors, employees, agents, attorneys-in-fact or affiliates have has made any representations or warranties to it and that no act by the Administrative Agent Agent, NMS or any affiliate thereof hereinafter taken, including any review of the affairs of Holdings or any of its SubsidiariesCredit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or NMS to any Lender. Each Lender represents to the Administrative Agent and NMS that it has, independently and without reliance upon the Administrative Agent or NMS or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings and its Subsidiaries the Credit Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent Agent, NMS or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings the Credit Parties. Except for notices, reports and its Subsidiaries. The other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent and NMS shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and or other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries the Credit Parties which may come into the possession of the Administrative Agent Agent, NMS or any of its their officers, directors, employees, agents, 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 have Affiliates has made any representations representation or warranties warranty to it and that no act by the Administrative Agent or any such Person hereinafter taken, including any review of the affairs of Holdings or any of its SubsidiariesCredit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents and warrants to the Administrative Agent that (a) it has, independently and without reliance upon the Administrative Agent or any other Lender, Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, assetsprospects, operations, propertyproperties, financial and other conditions, prospects condition and creditworthiness of Holdings and its Subsidiaries the Credit Parties and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that Agreement and extend credit to the Borrower hereunder and (b) it will, independently and without reliance upon the Administrative Agent or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action hereunder and under this Agreement, the other Credit Documents and to make such investigation as it deems necessary to inform itself as to the business, assetsprospects, operations, propertyproperties, financial and other conditions, prospects condition and creditworthiness of Holdings the Credit Parties. Except as expressly provided in this Agreement and its Subsidiaries. The the other Credit Documents, the Administrative Agent shall not have any no duty or responsibility responsibility, either initially or on a continuing basis, to make any investigation or appraisal on behalf of the Lenders or to provide any Lender with any credit or other information concerning the business, prospects, operations, assets, propertyproperties, financial and or other conditions, prospects condition or creditworthiness of Holdings Holdings, its Subsidiaries or any other Person that may at any time, before or after the making of its Subsidiaries which may the Loans, come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates. Each of the Lenders acknowledges Affiliates, and agrees that outside legal counsel to the Administrative Agent in connection shall not have any responsibility 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 respect to the Administrative Agent and is not acting as counsel accuracy of or completeness of any information provided 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 therebyLenders.

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 have has made any representations representation or warranties warranty to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of Holdings or any of its Subsidiariesthe 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, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings and its Subsidiaries the Borrowers and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrowers. Except for notices, reports and its Subsidiaries. The other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial and other conditionsor otherwise), prospects or creditworthiness of Holdings or any of its Subsidiaries the Borrowers which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates. Each of the Lenders acknowledges and agrees ; provided 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 will promptly furnish to the Administrative Agent and is not acting as counsel Lenders a copy of any field exam with respect to any Lender (other than the Borrowers prepared or received by the Administrative Agent and its Affiliates) in connection with this Agreement, the other Credit Documents or any of the transactions contemplated hereby or therebyAgent.

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 have has made any representations or warranties to it and that no act by the Administrative Agent hereinafter takenhereafter, including any review of the affairs of Holdings or any of its Subsidiariesthe Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal evaluation of and investigation into the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of Holdings and its Subsidiaries the Borrower and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Agreementany Loan Document, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower. Except for notices, reports and its Subsidiaries. The other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, propertyProperty, financial and other conditions, prospects condition or creditworthiness of Holdings or any of its Subsidiaries the Borrower which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 of the Issuing Bank and each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employeesemploy ees, agents, attorneys-in-fact or affiliates have has made any representations or warranties to it and that no act by the Administrative Agent hereinafter takenhereinafter, including any review of the affairs of Holdings the Borrower or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each of the Issuing Bank and each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent Agent, the Issuing Bank or any other Lender, and based on such documents and information as it has deemed appropriate, appropriate made its own appraisal evaluation of and investigation in vestigation into the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower and its Subsidiaries the value and Lien status of any collateral security and made its own decision to make its Loans hereunder and enter into this AgreementAgree ment. Each of the Issuing Bank and each Lender also represents that it will, independently and without reliance upon the Administrative Agent Agent, the Issuing Bank or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Agreementany Loan Document, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower and its Subsidiariesthe value and Lien status of any collateral security. The Except for notices, reports and other documents expressly required to be furnished to the Issuing Bank and/or the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide the Issuing Bank or any Lender with any credit or other information concerning the business, operations, assets, propertyProperty, financial and other conditions, prospects condition or creditworthiness of Holdings or the Borrower which at any of its Subsidiaries which time may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 have Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereinafter hereafter taken, including any review of the affairs of Holdings the Borrower, Regional Management, the Servicer, any Originator, the Backup Servicer or any of its Subsidiaries, the Collateral Custodian shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or the Collateral Custodian and its Subsidiaries the Receivables and made its own decision to make purchase its interest in the Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreementany of the Basic Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or the Collateral Custodian and its Subsidiariesthe Receivables. The Except for notices, reports and other documents received by the Administrative Agent hereunder, the Administrative Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial and other conditionsor otherwise), prospects or creditworthiness of Holdings the Borrower, the Servicer, Regional Management, each Originator, the Backup Servicer or any of its Subsidiaries the Collateral Custodian or the Receivables which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 Agent, XXXX nor any of its their officers, directors, employees, agentsagent, attorneys-in-fact or affiliates have has made any representations or warranties to it and that no act by the Administrative Agent or any affiliate thereof hereinafter taken, including any review of the affairs of Holdings or any of its SubsidiariesCredit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent and XXXX that it has, independently and without reliance upon the Administrative Agent or XXXX or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings and its Subsidiaries the Credit Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or XXXX or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings the Credit Parties. Except for notices, reports and its Subsidiaries. The other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent and XXXX shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and or other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries the Credit Parties which may come into the possession of the Administrative Agent Agent, XXXX or any of its their officers, directors, employees, agents, 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 and each 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 have the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings or any Loan Party of its Subsidiariesany Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender or each 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 each L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, 150 property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiarieseach 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 each L/C Issuer agrees not to assert a claim in contravention of the foregoing. The Administrative Agent shall not have any duty or responsibility Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

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-fact or affiliates have has not made any representations or warranties to it and that no act by the Administrative Agent or any affiliate thereof hereinafter taken, including any review of the affairs of Holdings the Borrower, the Parent or any of its Subsidiariestheir 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, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings and its Subsidiaries the Borrower, the Parent or their respective Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings the Borrower, the Parent and its Subsidiariestheir respective Affiliates. The 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 any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and or other conditions, prospects or creditworthiness of Holdings the Borrower, the Parent or any of its Subsidiaries 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 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 none of the Administrative Agent, the Syndication Agent nor the Documentation Agent nor any of its their respective officers, directors, counsel, employees, agents, attorneys-in-fact or affiliates have Affiliates has made any representations or warranties to it and that no act by the Administrative Agent, the Syndication Agent hereinafter or the Documentation Agent hereafter taken, including any review of the affairs of Holdings the Borrowers, any Subsidiary or any Affiliate of its Subsidiariesthe Borrowers, shall be deemed to constitute any representation or warranty by the Administrative Agent, the Syndication Agent or the Documentation Agent to any Lender. Each Lender represents to the Administrative Agent, the Syndication Agent and the Documentation Agent that it has, independently and without reliance upon the Administrative Agent, the Syndication Agent or the Documentation Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial (and other conditions, prospects other) condition and creditworthiness of Holdings the Borrowers and its Subsidiaries the Subsidiaries, and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial (and other conditions, prospects other) condition and creditworthiness of Holdings the Borrowers and its the Subsidiaries. The Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder or under the other Loan Documents none of the Administrative Agent, the Syndication Agent nor the Documentation Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial (and other conditions, prospects other) condition or creditworthiness of Holdings the Borrowers or any the Subsidiaries or the Affiliates of its Subsidiaries the Borrowers which may come into the possession of the Administrative Agent, the Syndication Agent or the Documentation Agent or any of its their respective officers, directors, employees, agents, 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 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 have the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings or any Loan Party of its Subsidiariesany Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender or the L/C Issuer as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to 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 represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiariesthe 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. The Administrative Agent shall not have any duty or responsibility Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

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, attorneysno Agent-in-fact or affiliates have Related Person has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of Holdings any Credit Party or any of its SubsidiariesAffiliate thereof, 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, Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assetsprospects, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of Holdings the Credit Parties and its Subsidiaries their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementCredit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent any Agent-Related Person or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementCredit Agreement and the other Credit Documents, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of Holdings the Credit Parties. Except for notices, reports and its Subsidiaries. The other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, assets, property, financial and other conditions, prospects condition or creditworthiness of Holdings any of the Credit Parties or any of its Subsidiaries their respective Affiliates which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneysAgent-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 therebyRelated Person.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly and each Issuing Lender acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of Holdings or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent, the Sustainability Structuring Agent or any other Lender, Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender and each Issuing Lender also represents acknowledges that it will, independently and without reliance upon the Administrative Agent, the Sustainability Structuring Agent or any other Lender, Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender and to make such investigation as each Issuing Lender also acknowledges that it deems necessary to inform itself as to will, independently and without reliance upon the businessAdministrative Agent, assetsany Arranger, operationsthe Sustainability Structuring Agent or any other Lender or Issuing Lender, property, financial and other conditions, prospects and creditworthiness of Holdings and its Subsidiaries. The Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries the Related Parties of any of the foregoing, and based on such documents and information (which may come into contain material, non-public information within the possession meaning of the Administrative Agent United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any of its officers, directors, employees, agents, attorneys-in-fact related agreement or affiliatesany document furnished hereunder or thereunder. Each of the Lenders Lender and each Issuing Lender also acknowledges and agrees that outside legal counsel to none of the Administrative Agent in connection with the preparationAgent, 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 AgreementArranger, the other Credit Documents Sustainability Structuring Agent acting in such capacities have made any assurances as to (i) whether the meets such Lender’s or Issuing Lender’s criteria or expectations with regard to environmental impact and sustainability performance, (ii) whether any characteristics of the transactions contemplated hereby Revolving Credit Facility, including the characteristics of the relevant key performance indicators to which the Borrower will link a potential margin step-up or therebystep-down, including their environmental and sustainability criteria, meet any industry standards for sustainability-linked credit facilities and (iii) each Lender and Issuing Lender has performed its own independent investigation and analysis of the Revolving Credit Facility and whether the Revolving Credit Facility meets its own criteria or expectations with regard to environmental impact and/or sustainability performance.

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-fact or affiliates have has not made any representations or warranties to it and that no act by the Administrative Agent hereinafter or any affiliate thereof hereafter taken, including any review of the affairs of Holdings any Credit Party or any of its Subsidiariestheir 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, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings and its Subsidiaries the Borrower, the other Credit Parties or their respective Affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings the Borrower, the other Credit Parties and its Subsidiariestheir respective Affiliates. The 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 any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and or other conditions, prospects or creditworthiness of Holdings the Borrower, the other Credit Parties or any of its Subsidiaries 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 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 and the L/C Issuer expressly acknowledges that neither each of the Administrative Agent nor any of and its officers, directors, employees, agents, attorneys-in-fact or affiliates have has not made any representations or warranties to it and that no act by the Administrative Agent or any affiliate thereof hereinafter taken, including any review of the affairs of Holdings the Borrower or any of its Subsidiariesaffiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any LenderLender or the L/C Issuer. Each Lender and the L/C Issuer represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or Agent, any other LenderLender or the L/C Issuer, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings and the Borrower or its Subsidiaries affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender and the L/C Issuer also represents that it will, independently and without reliance upon the Administrative Agent or Agent, any other LenderLender or the L/C Issuer, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings the Borrower and its Subsidiariesaffiliates. The Except for notices, reports and other documents expressly required to be furnished to the Lenders and the L/C Issuer by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender or the L/C Issuer with any credit or other information concerning the business, operations, assets, property, financial and or other conditions, prospects or creditworthiness of Holdings the Borrower or any of its Subsidiaries affiliates which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 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 have the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings any Loan Party or any of its SubsidiariesAffiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender or the L/C Issuer as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiariesthe 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. The Administrative Agent shall not have any duty or responsibility Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide any other 149 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each 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 have Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings or any Loan Party of its Subsidiariesany Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any LenderLender or any 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 each L/C Issuer represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiarieseach 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 each L/C Issuer agrees not to assert a claim in contravention of the foregoing. The Administrative Agent shall not have any duty or responsibility Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

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 have the Arrangers has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or the Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings any Loan Party or any of its SubsidiariesAffiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arrangers to any LenderLender or the L/C Issuer as to any matter, including whether the Administrative Agent or the Arrangers 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 Agent, the Arrangers, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to 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 represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arrangers, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiariesthe 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. The Administrative Agent shall not have any duty or responsibility Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

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 have has not made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings any Loan Party or any of its SubsidiariesAffiliate thereof, shall be deemed to constitute any representation or any warranty by the Administrative Agent to any LenderLender as to any matter, including whether Administrative Agent has disclosed material information in its (or its Related Parties') possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to Borrower hereunder. Each Lender also represents acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender, Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals appraisal and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings Xxxxxxxx. Each Lender represents and its Subsidiaries. The Administrative Agent shall warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans set forth herein as may be applicable to such Lender, and not have for the purpose of purchasing, acquiring or holding any duty or responsibility other type of financial instrument, and each Lender agrees not to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession assert a claim in contravention of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesforegoing. Each of Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire or hold commercial loans, as may be applicable to such Lender, and either it, or the Lenders acknowledges and agrees that outside legal counsel Person exercising discretion in making its decision to the Administrative Agent make, acquire or hold such commercial loans, is experienced in connection with the preparationmaking, 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 acquiring or any of the transactions contemplated hereby or therebyholding such commercial loans.

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 have the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings or any Loan Party of its Subsidiariesany Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender or the L/C Issuer as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished 150 150 hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiariesthe 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. The Administrative Agent shall not have any duty or responsibility Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its their respective officers, directors, employees, agents, attorneys-in-fact fact, Subsidiaries or affiliates have Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of Holdings any Borrower or any of its Subsidiariesother Loan Party or any audit performed by the Administrative Agent’s internal auditor pursuant to Section 7.9, 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 the Facilities, any Commitments, any Dollar Working Capital Facility Uncommitted Tranche Portions or any amendment to this Agreement or any other LenderLender and their respective Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrowers and its Subsidiaries the other Loan Parties and made its own decision to make its Loans extend credit to the Borrowers hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger of the Facilities, any Commitments, any Dollar Working Capital Facility Uncommitted Tranche Portions or any amendment to this Agreement or any other LenderLender and their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrowers and its Subsidiariesother Loan Parties. The Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder or under any of the other Loan Documents, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial and other conditionsor otherwise), prospects or creditworthiness of Holdings the Borrowers or any of its Subsidiaries other Loan Party which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact fact, Subsidiaries or affiliatesAffiliates. Each Without limiting the generality of the Lenders acknowledges and agrees that outside legal counsel to foregoing, the Administrative Agent in connection with shall not have any duty to monitor the preparation, negotiation, execution, delivery and administration (including Collateral used to calculate the U.S. Borrowing Base or the Kildair Borrowing Base or the reporting requirements or the contents of reports delivered by any amendments, waivers and consents) Borrower. Each Lender assumes the responsibility 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 therebykeeping itself informed at all times.

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 have Lead Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or the Lead Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings or any Loan Party of its Subsidiariesany Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender or the L/C Issuer as to any matter, including whether the Administrative Agent or the Lead Arrangers 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 Lead Arrangers that it has, independently and without reliance upon the Administrative Agent Agent, the Lead Arrangers, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own credit analysis, appraisals 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 represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Lead Arrangers, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiariesthe 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. The Administrative Agent shall not have any duty or responsibility Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide any other facilities set forth herein, as may be applicable to such Lender with any credit or 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each of the Issuing Banks and each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates have has made any representations or warranties to it and that no act by the Administrative Agent hereinafter takenhereinafter, including any review of the affairs of Holdings the Parent or any of its Subsidiariesthe Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each of the Issuing Banks and each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent Agent, any Issuing Bank or any other Lender, and based on such documents and information as it has deemed appropriate, appropriate made its own appraisal evaluation of and investigation into the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of Holdings the Parent and its Subsidiaries the Borrower and the value and Lien status of any collateral security and made its own decision to make its Loans hereunder and enter into this Agreement. Each of the Issuing Banks and each Lender also represents that it will, independently and without reliance upon the Administrative Agent Agent, any Issuing Bank or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Agreementany Loan Document, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of Holdings the Parent and its Subsidiariesthe Borrower and the value and Lien status of any collateral security. The Except for notices, reports and other documents expressly required to be furnished to the Issuing Banks and/or the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Issuing Bank or any Lender with any credit or other information concerning the business, operations, assets, propertyProperty, financial and other conditions, prospects condition or creditworthiness of Holdings the Parent or the Borrower which at any of its Subsidiaries which time may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 Agent, BAS nor any of its their officers, directors, employees, agents, attorneys-in-fact or affiliates have has made any representations or warranties to it and that no act by the Administrative Agent or any affiliate thereof hereinafter taken, including any review of the affairs of Holdings any Credit Party or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent and BAS that it has, independently and without reliance upon the Administrative Agent or BAS or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings and its Subsidiaries the Credit Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or BAS or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings the Credit Parties. Except for notices, reports and its Subsidiaries. The other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent and BAS shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and or other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries the Credit Parties which may come into the possession of the Administrative Agent Agent, BAS or any of its their officers, directors, employees, agents, 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 no Administrative Agent nor any of its officers, directors, employees, agents, attorneysAgent-in-fact or affiliates have Related Person has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of Holdings each Borrower or any of its Subsidiariestheir Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by the any Administrative Agent Agent-Related Person to any Lender, including whether any Administrative 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 any Administrative Agent Agent-Related Person or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assetsprospects, operations, property, financial and other conditions, prospects condition and 42 38 creditworthiness of Holdings each Borrower and its Subsidiaries and Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans portion of the Loan hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the any Administrative Agent Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and any Notes, and to make such investigation as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings each Borrower and its Subsidiariestheir Subsidiaries and Affiliates. The 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 any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, assets, property, financial and other conditions, prospects condition or creditworthiness of Holdings either Borrower or any of its their Subsidiaries or Affiliates which may come into the possession of the any Administrative Agent or any of its officers, directors, employees, agents, attorneysAgent-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 therebyRelated Person.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings the Borrower or any of its SubsidiariesAffiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any LenderLender or any L/C Issuer as to any matter, including whether the Administrative Agent or such Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon the Administrative Agent Agent, such Arranger, any other Lender or any other Lender, of their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower and its Subsidiaries Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their respective Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower and its Subsidiaries. The Administrative Agent shall Each Lender and each L/C Issuer represents and warrants that (a) the Loan Documents set forth the terms of a commercial lending facility, and (b) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or an 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 such L/C Issuer, and not have for the purpose of purchasing, acquiring or holding any duty or responsibility other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesfacilities. 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.9.08

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, attorneysno Agent-in-fact or affiliates have Related Person has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of Holdings any Credit Party or any of its SubsidiariesAffiliate thereof, 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, Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Credit Parties and its Subsidiaries their respective Affiliates, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementCredit Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent any Agent-Related Person or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementCredit Agreement and the other Credit Documents, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower. Except for notices, reports and its Subsidiaries. The other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, assets, property, financial and other conditions, prospects condition or creditworthiness of Holdings any of the Credit Parties or any of its Subsidiaries their respective Affiliates which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneysAgent-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 therebyRelated Person.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its their respective officers, directors, employees, agents, attorneys-in-fact fact, Subsidiaries or affiliates have Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of Holdings any Borrower or any of its Subsidiariesother Loan Party or any audit performed by the Administrative Agent’s internal auditor pursuant to Section 7.9, 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 the Facilities, any Commitments, any Dollar Working Capital Facility Uncommitted Tranche Portions or any amendment to this Agreement or any other LenderLender and their respective Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrowers and its Subsidiaries the other Loan Parties and made its own decision to make its Loans extend credit to the Borrowers hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger of the Facilities, any Commitments, any Dollar Working Capital Facility Uncommitted Tranche Portions or any amendment to this Agreement or any other LenderLender and their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrowers and its Subsidiariesother Loan Parties. The Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder or under any of the other Loan Documents, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial and other conditionsor otherwise), prospects or creditworthiness of Holdings the Borrowers or any of its Subsidiaries other Loan Party which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact fact, Subsidiaries or affiliatesAffiliates. Each Without limiting the generality of the Lenders acknowledges and agrees that outside legal counsel to foregoing, the Administrative Agent in connection with shall not have any duty to monitor the preparation, negotiation, execution, delivery and administration (including Collateral used to calculate the U.S. Borrowing Base or the Kildair Borrowing Base or the reporting requirements or the contents of reports delivered by any amendments, waivers and consents) Borrower. Each Lender assumes the responsibility 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.keeping itself informed at all times. -215-

Non-Reliance on Administrative Agent and Other Lenders. Each Lender of the Lenders and the L/C Issuer expressly acknowledges that neither none of the Administrative Agent nor any of its officersAgent, directors, employees, agents, attorneys-in-fact BAS or affiliates have the Sustainability Coordinator has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter Agent, BAS or the Sustainability Coordinator hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings any Loan Party or any of its SubsidiariesAffiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent Agent, BAS, or the Sustainability Coordinator to any LenderLender or the L/C Issuer as to any matter, including whether the Administrative Agent, BAS, or the Sustainability Coordinator has disclosed material information in such Person’s (or its Related Parties’) possession. Each Lender of the Lenders and the L/C Issuer represents to the Administrative Agent Agent, BAS, and the Sustainability Coordinator that it has, independently and without reliance upon the Administrative Agent Agent, BAS, the Sustainability Coordinator, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender of the Lenders and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, BAS, the Sustainability Coordinator, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings and its Subsidiaries. The Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesLoan Parties. Each of the Lenders acknowledges and agrees the L/C Issuer represents and warrants that outside legal counsel to (a) the Administrative Agent Loan Documents set forth the terms of a commercial lending facility and (b) it is engaged in connection with making, acquiring or holding commercial loans in the preparation, negotiation, execution, delivery ordinary course and administration (including any amendments, waivers and consents) of is entering into this Agreement as a Lender or the L/C Issuer, as applicable, 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 the L/C Issuer, as applicable, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each of the Lenders and the other Credit Documents is acting solely as counsel L/C Issuer agrees not to the Administrative Agent and is not acting as counsel to any Lender (other than the Administrative Agent and its Affiliates) assert a claim in connection with this Agreement, the other Credit Documents or any contravention of the transactions contemplated hereby foregoing. Each of the Lenders and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or therebythe L/C Issuer, as applicable, 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.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each 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 have the Arrangers has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or the Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings or any Loan Party of its Subsidiariesany Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arrangers to any LenderLender or each L/C Issuer as to any matter, including whether the Administrative Agent or the Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent Agent, the Arrangers, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arrangers, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiarieseach L/C Issuer represents and warrants that (a) the Loan Documents set forth the terms of a commercial lending facility and (b) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or 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 each L/C Issuer agrees not to assert a claim in contravention of the foregoing. The Administrative Agent shall not have any duty or responsibility Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

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 have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of Holdings or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent Agent, the Lead Arrangers, or any other Lender, Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, conducted its own independent investigation, made its own credit analysis and appraisal of and investigation into of, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Credit Parties and its their Subsidiaries and made its own 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 each Issuing Bank also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Lead Arrangers or any other Lender, Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender and each 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 it, and that no act by the Administrative Agent nor the Lead Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of an Credit Party or any Affiliate thereof, shall be deemed to inform itself constitute any representation or warranty by the Administrative Agent or the Lead Arrangers to any Lender or each Issuing Bank as to any matter, including whether the Administrative Agent or the Lead Arrangers have disclosed material information in their (or their Related Parties’) possession.. Except for documents expressly required by the Loan Documents to be transmitted by the Administrative Agent to the Lenders or the Issuing Bank, the Administrative Agent shall have no duty or responsibility (either express or implied) to provide any Lender or any Issuing Bank with any credit or other information concerning any Credit Party, including the business, assetsprospects, operations, property, financial and other conditions, prospects and creditworthiness of Holdings and its Subsidiaries. The Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects condition or creditworthiness of Holdings any Credit Party or any Affiliate of its Subsidiaries which a Credit Party, that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates. Each Lender and each Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or Issuing Bank for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each Issuing Bank agrees not to assert a claim in contravention of the Lenders acknowledges foregoing. Each Lender and agrees each Issuing Bank represents and warrants that outside legal counsel it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such Issuing Bank, and either it, or the Administrative Agent Person exercising discretion in connection with the preparationmaking its decision to make, negotiationacquire and/or hold such commercial loans or to provide such other facilities, executionis experienced in making, delivery and administration (including any amendments, waivers and consents) of this Agreement and the acquiring or holding such commercial loans or providing such 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.facilities. 223

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 have Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings any Loan Party or any of its SubsidiariesAffiliate thereof, 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 each Arranger that it has, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such 116 documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to 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 represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiariesthe 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. The Administrative Agent shall not have any duty or responsibility Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each 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 have Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings any Loan Party or any of its SubsidiariesAffiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any LenderLender or any L/C Issuer as to any matter, including whether the Administrative Agent or any Arranger has disclosed material information in its (or its Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiarieseach 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 each L/C Issuer agrees not to assert a claim in contravention of the foregoing. The Administrative Agent shall not have any duty or responsibility Each Lender and each L/C Issuer represents and 141 CHAR1\1847295v5 warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

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 have the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings any Loan Party or any of its SubsidiariesAffiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender or the L/C Issuer as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiariesthe 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. The Administrative Agent shall not have any duty or responsibility Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer expressly acknowledges that neither the none of Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings or any Credit Party of its Subsidiariesany Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender or the L/C Issuer as to any matter, including whether 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 Administrative Agent, the Administrative Agent Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Credit Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to Borrower hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon Administrative Agent, the Administrative Agent Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Credit Parties. Each Lender and its Subsidiariesthe 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 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 the L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the foregoing. The Administrative Agent shall not have any duty or responsibility Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

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, attorneysno Agent-in-fact or affiliates have Related Person has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of Holdings any party hereto or any of its SubsidiariesAffiliate thereof, 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, Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assetsprospects, operations, property, financial financial, and other conditions, prospects condition and creditworthiness of Holdings the parties hereto and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent any Agent-Related Person or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals appraisals, and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial financial, and other conditions, prospects condition and creditworthiness of Holdings Borrower. Except for notices, reports, and its Subsidiaries. The other documents and information expressly required to be furnished to the Lenders by Administrative Agent hereunder, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, assets, property, financial financial, and other conditions, prospects condition or creditworthiness of Holdings any of the parties hereto or any of its Subsidiaries their respective Affiliates which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneysAgent-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 therebyRelated Person.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each 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 have the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings any Loan Party or any of its SubsidiariesAffiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender or each 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 each L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiarieseach 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 each L/C Issuer agrees not to assert a claim in contravention of the foregoing. The Administrative Agent shall not have any duty or responsibility Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide 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 115 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

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 have Related Parties has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of Holdings the Borrower or any of its Subsidiariesother Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or its Related Parties to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or Agent, any other Lender, or any of their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower and its Subsidiaries each other Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or Agent, any other Lender, or any of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower and its Subsidiariesany other Credit Party. The 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 any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, assets, propertyproperties, financial and other conditionscondition, prospects or creditworthiness of Holdings the Borrower or any of its Subsidiaries which other Credit Party that may come into the possession of the Administrative Agent or any of its their respective officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates. Each of the Lenders acknowledges and Lender agrees that outside legal counsel to it will not assert any claim against the Administrative Agent in connection with the preparation, negotiation, execution, delivery and administration (including any amendments, waivers and consents) based on an alleged breach of this Agreement and the other Credit Documents is acting solely as counsel to fiduciary duty by 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 Documents, or any of the transactions Transactions contemplated hereby or therebyhereby.

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 have Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of Holdings the Parent or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Parent, the Subsidiary Borrowers and its the other Subsidiaries of the Parent and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Parent and its Subsidiaries. The 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 any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial and other conditionsor otherwise), prospects or creditworthiness of Holdings or any of the Parent and its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 have Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereinafter hereafter taken, including any review of the affairs of Holdings or any of its Subsidiariesthe Borrower, the Backup Servicer, the Servicer, the Originator and the Collateral Custodian shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower, the Servicer, the Backup Servicer, the Originator and its Subsidiaries the Collateral Custodian and the Receivables and made its own decision to make purchase its Loans interest in the Notes hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreementany of the Basic Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower, the Servicer, the Backup Servicer, the Originator and its Subsidiariesthe Collateral Custodian and the Receivables. The Except for notices, reports and other documents received by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial and other conditionsor otherwise), prospects or creditworthiness of Holdings the Borrower, the Servicer, the Backup Servicer, the Originator and the Collateral Custodian or any of its Subsidiaries the Receivables which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 and each Issuing Bank expressly acknowledges that neither none of the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings or any Loan Party of its Subsidiariesany Affiliate thereof, shall be 82 deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any LenderLender or any Issuing Bank as to any matter, including whether the Administrative Agent or the Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender and each Issuing Bank represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent Agent, the Arrangers, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and each Issuing Bank also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arrangers, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiarieseach Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or Issuing Bank for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each Issuing Bank agrees not to assert a claim in contravention of the foregoing. The Administrative Agent shall not have any duty or responsibility Each Lender and each Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide any other facilities set forth herein, as may be applicable to such Lender with any credit or such Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other information concerning the businessfacilities, operationsis experienced in making, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each 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 have the Arrangers has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings or the Borrower of any of its SubsidiariesAffiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any LenderLender or any 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 each L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower and its Subsidiaries Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent or Agent, any Arranger, any other Lender, any other L/C Issuer, or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower. Each Lender and its Subsidiarieseach 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 a 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 such L/C Issuer, as applicable, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the foregoing. The Administrative Agent shall not have any duty or responsibility Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide any other facilities set forth herein, as may be applicable to such Lender with any credit or such L/C Issuer, as applicable, 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each The Issuing Bank and each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates have has made any representations or warranties to it and that no act by the Administrative Agent hereinafter takenhereinafter, including any review of the affairs of Holdings the Borrower or any of its Subsidiariesother Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each The Issuing Bank and each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent Agent, the Issuing Bank or any other Lender, and based on such documents and information as it has deemed appropriate, appropriate made its own appraisal evaluation of and investigation into the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower or any other Credit Party and its Subsidiaries the value and Lien status of any collateral security and made its own decision to make its Loans hereunder and enter into this Agreement. Each The Issuing Bank and each Lender also represents that it will, independently and without reliance upon the Administrative Agent Agent, the Issuing Bank or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Agreementany Loan Document, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, propertyProperty, financial and other conditions, prospects condition and creditworthiness of Holdings the Borrower or any other Credit Party and its Subsidiariesthe value and Lien status of any collateral security. The Except for notices, reports and other documents expressly required to be furnished to the Issuing Bank and/or the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide the Issuing Bank or any Lender with any credit or other information concerning the business, operations, assets, propertyProperty, financial and other conditions, prospects condition or creditworthiness of Holdings the Borrower or any of its Subsidiaries other Credit Party which at any time may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 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 have the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings or any Loan Party of its Subsidiariesany Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any LenderLender or the L/C Issuer as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender and the L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, the Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiariesthe 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 157 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. The Administrative Agent shall not have any duty or responsibility Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide 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, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.

Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent Agent, BAS nor any of its their officers, directors, employees, agents, attorneys-in-fact or affiliates have has made any representations or warranties to it and that no act by the Administrative Agent or any affiliate thereof hereinafter taken, including any review of the affairs of Holdings any Credit Party or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent and BAS that it has, independently and without reliance upon the Administrative Agent or BAS or any other Lender, 71 77 and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings and its Subsidiaries the Credit Parties and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or BAS or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of Holdings the Credit Parties. Except for notices, reports and its Subsidiaries. The other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent and BAS shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and or other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries the Credit Parties which may come into the possession of the Administrative Agent Agent, BAS or any of its their officers, directors, employees, agents, 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 and the Issuing Bank expressly acknowledges that neither none of the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have Arranger has made any representations representation or warranties warranty to it it, and that no act by the Administrative Agent hereinafter or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Holdings any Loan Party or any of its SubsidiariesAffiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any LenderLender or the Issuing Bank as to any matter, including whether the Administrative Agent or such Arranger have disclosed material information in their (or their Related 131 Parties’) possession. Each Lender and the Issuing Bank represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon the Administrative Agent Agent, the Arrangers, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties and its Subsidiaries their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender and the Issuing Bank also represents acknowledges that it will, independently and without reliance upon the Administrative Agent Agent, any Arranger, any other Lender or any other Lender, of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, assetsprospects, operations, property, financial and other conditions, prospects condition and creditworthiness of Holdings the Loan Parties. Each Lender and its Subsidiariesthe Issuing Bank 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 the Issuing Bank for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or the Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the Issuing Bank agrees not to assert a claim in contravention of the foregoing. The Administrative Agent shall not have any duty or responsibility Each Lender and the Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide any other facilities set forth herein, as may be applicable to such Lender with any credit or such the Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other information concerning the businessfacilities, operationsis experienced in making, assets, property, financial and acquiring or holding such commercial loans or providing such other conditions, prospects or creditworthiness of Holdings or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, 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 therebyfacilities.