Common use of Lenders’ Representations, Warranties and Acknowledgment Clause in Contracts

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Company and its subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Company and its subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. Each Lender agrees that it will not claim that any Lender has rendered advisory services of any nature or respect or owes a fiduciary or similar duty to any Lender in connection with this Agreement or the transactions contemplated hereby. (b) Each Lender, by delivering its signature page to an Assignment Agreement or a Joinder Agreement or by the funding of any New Term Loans, shall be deemed to have (i) acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date or as of the date of funding of such New Term Loans, and (ii) specifically consented to and acknowledged Sections 9.11 and 10.27. (c) Each Lender represents and warrants that, as of the Closing Date, the date hereof, or such later date on which such Lender delivers a signature page to an Assignment Agreement or a Joinder Agreement, the Borrowers have provided such Lender with adequate access to financial and other information concerning Company and its subsidiaries and such Lender has been able to obtain from the Borrowers any additional information necessary to make an informed decision regarding the creditworthiness of the Borrowers and their subsidiaries.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Company Education Management and its subsidiaries Subsidiaries in connection with Credit Extensions and conversions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Company Education Management and its subsidiariesSubsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. Each Lender agrees that it will not claim that any Lender has rendered advisory services of any nature or respect or owes a fiduciary or similar duty to any Lender in connection with this Agreement or the transactions contemplated hereby. (b) Each Lender, by delivering its signature page to this Agreement, an Assignment Agreement, the Amendment Agreement or a Joinder Agreement and funding its Tranche C Term Loan and/or Revolving Loans on the Closing Date, or by converting its Tranche C Term Loans into Tranche C-2 Term Loans, or by converting its Revolving Loans (as defined in the Existing ARCA) into Non-Extended Revolving Loans, or by converting its Revolving Loans into Extended Revolving Loans on the Amendment Agreement Effective Date, or by converting its Tranche C-2 Term Loans into Tranche C-2 PIK Term Loans on the Amendment Agreement Effective Date, or by converting its Tranche C-3 Term Loans into Tranche C-3 PIK Term Loans on the Amendment Agreement Effective Date or by funding of any New Term Loans or New Revolving Loans, as the case may be, shall be deemed to have (i) acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date or as of the date of conversion or as of the date of funding of such New Term Loans, and (ii) specifically consented to and acknowledged Sections 9.11 and 10.27. (c) Each Lender represents and warrants that, as of the Closing Date, the date hereof, or such later date on which such Lender delivers a signature page to an Assignment Agreement or a Joinder Agreement, the Borrowers have provided such Lender with adequate access to financial and other information concerning Company and its subsidiaries and such Lender has been able to obtain from the Borrowers any additional information necessary to make an informed decision regarding the creditworthiness of the Borrowers and their subsidiaries.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Company Holdings and its subsidiaries Subsidiaries in connection with Credit Extensions Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Company Holdings and its subsidiariesSubsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. Each Lender agrees that it will not claim that any Lender has rendered advisory services of any nature or respect or owes a fiduciary or similar duty to any Lender in connection with this Agreement or the transactions contemplated hereby. (b) Each Lender, by delivering its signature page to this Agreement, an Assignment Agreement or a Joinder Agreement and funding its Loans on the Closing Date or by the funding of any New Term Loans, as the case may be, shall be deemed to have (i) acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable applicable, on the Closing Date or as of the date of funding of such New new Term Loans. Notwithstanding anything herein to the contrary, each Lender also acknowledges that the Lien and security interest granted to the Collateral Agent pursuant to the Pledge and Security Agreement and the exercise of any right or remedy by the Collateral Agent thereunder or under any other Collateral Document are subject to the provisions of any Replacement Revolving Intercreditor Agreement. In the event of a conflict between the terms of any Replacement Revolving Intercreditor Agreement (ii) specifically consented to on the one hand), this Agreement or any Collateral Documents (on the other hand), the terms of any Replacement Revolving Intercreditor Agreement shall govern and acknowledged Sections 9.11 and 10.27control. (c) Each In connection with any assignment to or by an Affiliated Lender represents pursuant to this Agreement, such Affiliated Lender shall make representations and warrants warranties to Administrative Agent and the Lenders that, as of the Closing Dateeffective date of such assignment, it is not in possession of any information regarding any Credit Party, its assets, its ability to perform its Obligations or any other matter that may be material to a decision by any Lender to enter into any Assignment and Acceptance, or participate in any of the transactions contemplated thereby, that has not previously been disclosed to Administrative Agent and the Lenders. Each Lender acknowledges that Affiliated Lenders are Eligible Assignees hereunder and may purchase Loans hereunder from Lenders from time to time, subject to the restrictions set forth in the definition of Affiliated Lender. (d) Each Lender agrees that at any time, it possesses, directly or indirectly, the date hereofpower (i) to vote 15% or more of the Securities having ordinary voting power for the election of directors of Holdings or (ii) to direct or cause the direction of the management and policies of Holdings, whether through the ownership of voting securities or such later date on which by contract or otherwise, such Lender delivers a signature page will be deemed an “Affiliated Lender” for all purposes under this Agreement. Without limiting the generality of the foregoing, each Lender acknowledges and agrees that so long as it qualifies as an Affiliated Lender, it will not be able (a) to an Assignment consent to any amendment, modification, waiver, consent or other such action with respect to any of the terms of this Agreement or a Joinder Agreementany other Credit Document, (b) to require any Agent or other Lender to undertake any action (or refrain from taking any action) with respect to this Agreement or any other Credit Document, (c) otherwise vote on any matter related to this Agreement or any other Credit Document, (d) attend any meeting with any Agent or Lender or receive any information from any Agent or Lender or (e) make or bring any claim, in its capacity as Lender, against the Borrowers have provided such Agent or any Lender with adequate access respect to financial the duties and other information concerning Company and obligations of such Persons under the Credit Documents, but no amendment, modification or waiver shall deprive any Affiliated Lender of its subsidiaries and such Lender has been able share of any payments which the Lenders are entitled to obtain from the Borrowers any additional information necessary to make an informed decision regarding the creditworthiness of the Borrowers and their subsidiariesshare on a pro rata basis hereunder.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Company and its subsidiaries Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Company and its subsidiariesSubsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. Each Lender agrees that it will not claim that any Lender has rendered advisory services of any nature or respect or owes a fiduciary or similar duty to any Lender in connection with this Agreement or the transactions contemplated hereby. (b) Each Lender, by delivering its signature page to an Assignment Agreement or a Joinder Agreement or by the funding of any New Term Loans, shall be deemed to have (i) acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date or as of the date of funding of such New Term Loans, and (ii) specifically consented to and acknowledged Sections 9.11 and 10.27. (c) Each Lender represents and warrants that, as of the Closing Date, the date hereof, or such later date on which such Lender delivers a signature page to an Assignment Agreement or a Joinder Agreement, the Borrowers have provided such Lender with adequate access to financial and other information concerning Company and its subsidiaries Subsidiaries and such Lender has been able to obtain from the Borrowers any additional information necessary to make an informed decision regarding the creditworthiness of the Borrowers and their subsidiariesSubsidiaries.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Company and its subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Company and its subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. Each Lender agrees that it will not claim that any Lender has rendered advisory services of any nature or respect or owes a fiduciary or similar duty to any Lender in connection with this Agreement or the transactions contemplated hereby. (b) Each Lender, by delivering its signature page to an Assignment Agreement or a Joinder Agreement or by the funding of any New Term Loans, shall be deemed to have (i) acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date or as of the date of funding of such New Term Loans, and (ii) specifically consented to and acknowledged Sections 9.11 and 10.27Section 9.11. (c) Each Lender represents and warrants that, as of the Closing Date, the date hereof, or such later date on which such Lender delivers a signature page to an Assignment Agreement or a Joinder Agreement, the Borrowers have provided such Lender with adequate access to financial and other information concerning Company and its subsidiaries and such Lender has been able to obtain from the Borrowers any additional information necessary to make an informed decision regarding the creditworthiness of the Borrowers and their subsidiaries.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender of the Lenders and the L/C Issuer represents and warrants that it has made its own independent investigation of the financial condition and affairs of Company Borrower and its subsidiaries Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Company Borrower and its subsidiariesSubsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. Each Lender agrees that it will not claim that any Lender has rendered advisory services of any nature or respect or owes a fiduciary or similar duty to any Lender in connection with this Agreement or the transactions contemplated hereby. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement or a Joinder Agreement or by the funding of any New Term LoansCredit Extension, shall be deemed to have (i) acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders Agent or Lenders, as applicable on the Closing Date or as of the date of funding of such New Term Loans, and (ii) specifically consented to and acknowledged Sections 9.11 and 10.27Credit Extension. (c) Each Lender represents and warrants that, as of the Closing Date, the date hereof, or such later date on which such Lender delivers a signature page to an Assignment Agreement or a Joinder Agreement, the Borrowers have Borrower has provided such Lender with adequate access to financial and other information concerning Company Borrower and its subsidiaries Subsidiaries and such Lender has been able to obtain from the Borrowers Borrower any additional information necessary to make an informed decision regarding the creditworthiness of the Borrowers Borrower and their subsidiariesits Subsidiaries.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Company and its subsidiaries Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Company and its subsidiariesSubsidiaries. No Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Term Loans or at any time or times thereafter, and no Administrative Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. Each Lender agrees that it will not claim that any Lender has rendered advisory services of any nature or respect or owes a fiduciary or similar duty to any Lender in connection with this Agreement or the transactions contemplated hereby. (b) Each Lender, by delivering its signature page to an Assignment this Agreement or a Joinder Agreement or by and funding its Term Loan on the funding of any New Term LoansClosing Date, shall be deemed to have (i) acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by any Administrative Agent, Requisite Required Lenders or Lenders, as applicable on the Closing Date or as of the date of funding of such New Term Loans, and (ii) specifically consented to and acknowledged Sections 9.11 and 10.27Date. (c) Each Lender (i) represents and warrants that, that as of the Closing Date, the date hereofDate neither such Lender nor its Affiliates or Related Funds owns or controls, or such later date on which owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Loan Party other than the Obligations or any Capital CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION Stock of any Loan Party and (ii) covenants and agrees that from and after the Closing Date neither such Lender delivers a signature page to an Assignment Agreement nor its Affiliates and Related Funds shall purchase any trade debt or a Joinder Agreement, Indebtedness of any Loan Party other than the Borrowers have provided such Lender with adequate access to financial and other information concerning Company and its subsidiaries and such Lender has been able to obtain from Obligations or Capital Stock described in clause (i) above without the Borrowers any additional information necessary to make an informed decision regarding the creditworthiness prior written consent of the Borrowers and their subsidiariesAdministrative Agent.

Lenders’ Representations, Warranties and Acknowledgment. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Company Holdings and its subsidiaries Subsidiaries in connection with Credit Extensions Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Company Holdings and its subsidiariesSubsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. Each Lender agrees that it will not claim that any Lender has rendered advisory services of any nature or respect or owes a fiduciary or similar duty to any Lender in connection with this Agreement or the transactions contemplated hereby. (b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement or a Joinder Agreement or by and funding its Loans on the funding of any New Term Loans, Closing Date shall be deemed to have (i) acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable applicable, on the Closing Date Date. Notwithstanding anything herein to the contrary, each Lender also acknowledges that the Lien and security interest granted to the Collateral Agent pursuant to the Pledge and Security Agreement and the exercise of any right or as remedy by the Collateral Agent thereunder or under any other Collateral Document are subject to the provisions of any Replacement Revolving Intercreditor Agreement. In the date event of funding a conflict between the terms of such New Term Loansany Replacement Revolving Intercreditor Agreement (on the one hand), this Agreement or any Collateral Documents (on the other hand), the terms of any Replacement Revolving Intercreditor Agreement shall govern and (ii) specifically consented to and acknowledged Sections 9.11 and 10.27control. (c) Each In connection with any assignment to or by an Affiliated Lender represents pursuant to this Agreement, such Affiliated Lender shall make representations and warrants warranties to Administrative Agent and the Lenders that, as of the Closing Dateeffective date of such assignment, it is not in possession of any information regarding any Credit Party, its assets, its ability to perform its Obligations or any other matter that may be material to a decision by any Lender to enter into any Assignment and Acceptance, or participate in any of the transactions contemplated thereby, that has not previously been disclosed to Administrative Agent and the Lenders. Each Lender acknowledges that Affiliated Lenders are Eligible Assignees hereunder and may purchase Loans hereunder from Lenders from time to time, subject to the restrictions set forth in the definition of Affiliated Lender. (d) Each Lender agrees that at any time, it possesses, directly or indirectly, the date hereofpower (i) to vote 15% or more of the Securities having ordinary voting power for the election of directors of Holdings or (ii) to direct or cause the direction of the management and policies of Holdings, whether through the ownership of voting securities or such later date on which by contract or otherwise, such Lender delivers a signature page will be deemed an “Affiliated Lender” for all purposes under this Agreement. Without limiting the generality of the foregoing, each Lender acknowledges and agrees that so long as it qualifies as an Affiliated Lender, it will not be able (a) to an Assignment consent to any amendment, modification, waiver, consent or other such action with respect to any of the terms of this Agreement or a Joinder Agreementany other Credit Document, (b) to require any Agent or other Lender to undertake any action (or refrain from taking any action) with respect to this Agreement or any other Credit Document, (c) otherwise vote on any matter related to this Agreement or any other Credit Document, (d) attend any meeting with any Agent or Lender or receive any information from any Agent or Lender or (e) make or bring any claim, in its capacity as Lender, against the Borrowers have provided such Agent or any Lender with adequate access respect to financial the duties and other information concerning Company and obligations of such Persons under the Credit Documents, but no amendment, modification or waiver shall deprive any Affiliated Lender of its subsidiaries and such Lender has been able share of any payments which the Lenders are entitled to obtain from the Borrowers any additional information necessary to make an informed decision regarding the creditworthiness of the Borrowers and their subsidiariesshare on a pro rata basis hereunder.