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

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that none of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Agent hereafter taken, including any review of the affairs of the Borrower or any other Loan Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the 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, operations, property, financial and other condition and creditworthiness of the Borrower and the Guarantors and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. The Agent agrees to promptly furnish to each Lender a copy of all notices, reports and other documents received by it from the Borrower; provided that the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any other Loan Party which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this Agreement.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that none of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Agent hereafter taken, including any review of the affairs of the Borrower or Borrower, any other Loan Party, or any other party to the Loan Documents, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent 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, operations, property, financial and other condition and creditworthiness of the Borrower Borrower, the other Loan Parties, and any other party to the Guarantors Loan Documents and made its own decision to make its Loans and Loans, participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and Borrower, the other Loan Parties, and any other party to the Loan Documents. The Agent agrees to promptly furnish to each Lender a copy of all notices, reports and other documents received by it from the BorrowerBorrower pursuant to the terms hereof; provided that the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower Borrower, any other Loan Party, or any other party to the Loan Party Documents which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this Agreement.

Non-Reliance on Agent and Other Lenders. Each Lender expressly and the Issuing Bank acknowledges that none of the Agent or any nor either of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates the Arrangers has made any representations representation or warranties warranty to it it, and that no act by the Agent or either of the Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the any Borrower or any other Loan PartyAffiliate thereof, shall be deemed to constitute any representation or warranty by the Agent or either of the Arrangers to any LenderLender or Issuing Bank as to any matter, including whether the Agent or either of the Arrangers has disclosed material information in their (or their Related Parties’) possession. Each Lender and Issuing Bank represents to the Agent and each Arranger that it has, independently and without reliance upon the 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, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Borrowers and their Subsidiaries, and all applicable bank or other regulatory laws relating to the Guarantors transactions contemplated hereby, and made its own decision to make its Loans and participate in Letters of Credit 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 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 the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Borrowers. Each Lender and 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 the other Loan PartiesIssuing Bank agrees not to assert a claim in contravention of the foregoing. The Agent agrees Each Lender and the Issuing Bank represents and warrants that it is sophisticated with respect to promptly furnish decisions to each Lender a copy of all noticesmake, reports acquire and/or hold commercial loans and other documents received by it from the Borrower; provided that the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the businessfacilities set forth herein, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any other Loan Party which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates except such as may come into be applicable to such Lender or such Issuing Bank, and either it, or the possession of the employees of Agent then having the responsibility for the administration of this AgreementPerson 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 Agent and Other Lenders. Each Lender and the Issuing Bank expressly acknowledges that none of neither the Agent or nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates has made any representations or warranties to it and that no act by the Agent hereafter hereinafter taken, including any review of the affairs of the Borrower or any other Loan PartyBorrower, shall be deemed to constitute any representation or warranty by the Agent to any LenderLender or the Issuing Bank. Each Lender and the Issuing Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other LenderLender or the Issuing Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and the Guarantors and made its own decision to make its Revolving Credit Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender and the Issuing Bank also represents that it will, independently and without reliance upon the Agent or any other LenderLender or the Issuing Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan PartiesBorrower. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports and other documents received expressly required to be furnished to the Lenders and the Issuing Bank by it from the Borrower; provided that Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Issuing Bank with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any other Loan Party which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this AgreementAffiliates.

Non-Reliance on Agent and Other Lenders. Each New Credit Agreement Lender expressly acknowledges that none of neither the Agent or nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Agent hereafter or any affiliate thereof hereinafter taken, including any review of the affairs of the Borrower or any other Loan Credit Party, shall be deemed to constitute any representation or warranty by the Agent to any New Credit Agreement Lender. Each New Credit Agreement Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other New Credit Agreement 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 condition conditions, prospects and creditworthiness of the Borrower and the Guarantors Credit Parties and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other New Credit Agreement Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan DocumentsCredit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Borrower and the other Loan Credit Parties. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports and other documents received expressly required to be furnished to the New Credit Agreement Lenders by it from the Borrower; provided that Agent hereunder, the Agent shall not have any duty or responsibility to provide any New Credit Agreement Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of the Borrower or any other Loan Party Credit Parties which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this Agreementaffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that none of the neither Agent or nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries attorneys in fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Agent hereafter taken, including any review of the affairs of the Borrower a Group Member or any other Loan PartyAffiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own “CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.” appraisal of of, and investigation into into, the business, operations, property, financial and other condition and creditworthiness of the Borrower Group Members and the Guarantors their Affiliates and made its own decision to make its Loans and participate in Letters of Credit Extensions hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower Group Members and the other Loan Partiestheir Affiliates. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports and other documents received expressly required to be furnished to Lenders by it from the Borrower; provided that the Agent hereunder, Agent shall not have any no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower any Group Member or any other Loan Party which Affiliate of a Group Member that may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries attorneys in fact or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this AgreementAffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender and each Issuing Bank expressly acknowledges that none of the Agent or Agent, the Co-Sustainability Coordinators nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates Joint Lead Arranger has made any representations representation or warranties warranty to it it, and that no act by the Agent Agent, any Co-Sustainability Coordinator or any Joint Lead Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower or any other Loan PartyParty of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Agent Agent, any Co-Sustainability Coordinator or any Joint Lead Arranger to any LenderLender or Issuing Bank as to any matter, including whether the Agent, any Co-Sustainability Coordinator or the Joint Lead Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender and each Issuing Bank represents to the Agent Agent, the Co-Sustainability Coordinators and each Joint Lead Arranger that it has, independently and without reliance upon the Agent Agent, the Co-Sustainability Coordinators, any Joint Lead 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, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the Guarantors transactions contemplated hereby, and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this AgreementAgreement and to extend credit to the Borrowers hereunder. Each Lender and each Issuing Bank also represents acknowledges that it will, independently and without reliance upon the Agent Agent, the Co-Sustainability Coordinators, the Joint 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 and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. The Agent agrees 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 promptly furnish 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 Issuing Bank agrees not to assert a copy claim in contravention of all noticesthe foregoing. Each Lender and Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, reports acquire and/or hold commercial loans and other documents received by it from the Borrower; provided that the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the businessfacilities set forth herein, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any other Loan Party which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates except such as may come into be applicable to such Lender or such Issuing Bank, and either it, or the possession of the employees of Agent then having the responsibility for the administration of this AgreementPerson 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 Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that none of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates nor the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Agent or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower or any other Loan PartyParty of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Agent or the Arranger to any LenderLender or the L/C Issuer as to any matter, including whether the Agent or the Arranger have disclosed material information in their possession. Each Lender and each L/C Issuer represents to the Agent and the Arranger that it has, independently and without reliance upon the 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, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Loan Parties, and all applicable bank or other regulatory Laws relating to the Guarantors transactions contemplated hereby, and made its own decision to make its Loans and participate in Letters of Credit 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 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 and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. The Agent agrees Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to promptly furnish 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 copy claim in contravention of all noticesthe foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, reports acquire and/or hold commercial loans and to provide other documents received by it from facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Borrower; 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. Except as provided that in Section 9.12, the Agent shall not have any duty or responsibility to provide any Lender Credit Party with any other credit or other information concerning the businessaffairs, operations, property, financial condition (financial or otherwise), prospects or creditworthiness business of the Borrower or any other Loan Party which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates except such as that may come into the possession of the employees of Agent then having the responsibility for the administration of this AgreementAgent.

Non-Reliance on Agent and Other Lenders. Each Lender of the Lenders and the L/C Issuer expressly acknowledges that none of neither the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates nor BAS has made any representations representation or warranties warranty to it it, and that no act by the Agent or BAS hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower or any other Loan PartyAffiliate thereof, shall be deemed to constitute any representation or warranty by the Agent or BAS to any LenderLender or the L/C Issuer as to any matter, including whether the Agent or BAS 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 Agent and BAS that it has, independently and without reliance upon the Agent Agent, BAS, 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, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries, and all applicable bank or other regulatory laws relating to the Guarantors transactions contemplated hereby, and made its own decision to make its Loans and participate in Letters of Credit 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 Agent Agent, BAS, 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 and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. The Agent Each of the Lenders and the L/C Issuer represents and warrants that (a) the Loan Documents set forth the terms of a commercial lending facility and (b) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or the L/C Issuer, 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 L/C Issuer agrees not to promptly furnish assert a claim in contravention of the foregoing. Each of the Lenders and the L/C Issuer represents and warrants that it is sophisticated with respect to each Lender a copy of all noticesdecisions to make, reports acquire and/or hold commercial loans and other documents received by it from the Borrower; provided that the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the businessfacilities set forth herein, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any other Loan Party which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates except such as may come into be applicable to such Lender or the possession of L/C Issuer, as applicable, and either it, or the employees of Agent then having the responsibility for the administration of this AgreementPerson 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 Agent and Other Lenders. Each Lender expressly and the Issuing Bank acknowledges that none of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Agent hereafter taken, including any review of the affairs of the Borrower or any other Loan Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent, any Co-Collateral Agent or any other Lender, Lender or any of their respective Affiliates and based on such documents and information as it has deemed appropriate, made conducted its own appraisal independent investigation of and investigation into the business, operations, property, financial and other condition and creditworthiness affairs of the Borrower Loan Parties and the Guarantors their Subsidiaries and made its own credit analysis and decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender further represents and warrants that it has reviewed each document made available to it on the Platform in connection with this Agreement and has acknowledged and accepted the terms and conditions applicable to the recipients thereof (including any such terms and conditions set forth, or otherwise maintained, on the Platform with respect thereto). Each Lender and the Issuing Bank also represents acknowledges that it will, independently and without reliance upon the any Agent, any Co-Collateral Agent or any other Lender, Lender or any of their respective Affiliates 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 Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on Agent or Co-Collateral Agents to carry out such Lender's, Affiliate's, participant's or assignee's customer identification program, or other obligations required or imposed under or pursuant to the USA PATRIOT Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any of Borrowers, their Affiliates or their agents, this Agreement, the other Loan DocumentsDocuments or the transactions hereunder or thereunder or contemplated hereby or thereby: (i) any identity verification procedures, and to make (ii) any recordkeeping, (iii) comparisons with government lists, (iv) customer notices or (v) other procedures required under the CIP Regulations or such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. The Agent agrees to promptly furnish to each Lender a copy of all notices, reports and other documents received by it from the Borrower; provided that the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any other Loan Party which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneysAnti-in-fact, Subsidiaries or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this AgreementTerrorism Laws.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that none of neither the Agent or nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates has made any representations or warranties to it and that no act by the Agent hereafter hereinafter taken, including any review of the affairs of the Borrower Lessor, the Guarantor, any Subsidiary Guarantor or any other Loan PartyLessee, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the 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, operations, property, financial and other condition and creditworthiness of the Borrower Lessor, the Guarantor, each Subsidiary Guarantor and the Guarantors each Lessee and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Loan Agreement. Each Lender also represents that it will, independently and without reliance upon the 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 Loan Agreement and the other Loan Operative Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower Lessor, the Guarantor, each Subsidiary Guarantor and the other Loan Partieseach Lessee. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports and other documents received expressly required to be furnished to the Lenders by it from the Borrower; provided that Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower Lessor, the Guarantor, any Subsidiary Guarantor or any other Loan Party Lessee which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this AgreementAffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender expressly and Issuing Bank acknowledges that none of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Agent hereafter taken, including any review of the affairs of the Borrower or any other Loan Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent Agent, the Co-Sustainability Structuring Agents 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, operations, property, financial and other condition and creditworthiness of the Borrower and the Guarantors and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender and Issuing Bank also represents acknowledges that it will, independently and without reliance upon the Agent Agent, the Co-Sustainability Structuring Agents 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 or any related agreement or any document furnished hereunder. Each Lender and each Issuing Bank represents and warrants that (i) this Agreement sets forth the terms of a commercial lending facility and certain other Loan Documentsfacilities set forth herein and (ii) it is engaged in making, acquiring or holding commercial loans, issuing or participating in letters of credit or providing other similar facilities 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, issuing or participating in letters of credit 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 make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness assert a claim in contravention of the Borrower foregoing. Each Lender and the other Loan Parties. The Agent agrees each Issuing Bank represents and warrants that it is sophisticated with respect to promptly furnish decisions to each Lender a copy make, acquire or hold commercial loans, issue or participate in letters of all notices, reports credit and other documents received by it from the Borrower; provided that the Agent shall not have any duty or responsibility to provide any other facilities set forth herein, as may be applicable to such Lender with any or such Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire or hold such commercial loans, issue or participate in letters of credit or to provide such other information concerning the businessfacilities, operationsis experienced in making, propertyacquiring or holding such commercial loans, condition (financial issue or otherwise), prospects participate in letters of credit or creditworthiness of the Borrower or any providing such other Loan Party which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this Agreementfacilities.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that none of neither the Agent or nor any other Lender nor any of its their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates has made any representations representation or warranties warranty to it such Lender and that no act by the Agent or any other Lender hereafter taken, including any review of the affairs of the Borrower or any other Loan PartyBorrower, shall be deemed to constitute any representation or warranty by the Agent or any Lender to any other Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the 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, operations, property, condition (financial and other condition otherwise) and creditworthiness of the Borrower Borrowers and the Guarantors value of the Properties of the Borrowers and has made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the 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 under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, condition (financial and other condition otherwise) and creditworthiness of the Borrower Borrowers and the other Loan Partiesvalue of the Properties of the Borrowers. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports and other documents received expressly required to be furnished to the Lenders by it from the Borrower; provided that Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or and otherwise), prospects ) or creditworthiness of the Borrower Borrowers or any other Loan Party the value of the Properties of the Borrowers which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this AgreementAffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that none of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Agent hereafter taken, including any review of the affairs of the Borrower or any other Loan Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent Agents 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, operations, property, financial and other condition and creditworthiness of the Borrower and the Guarantors and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also represents acknowledges that it will, independently and without reliance upon the Agent Agents or any other Lender, Lender 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 or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Joint Lead Arrangers, the Syndication Agents, the Documentation Agents, the Senior Co-Managers and the Co-Managers are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Joint Lead Arrangers, the Syndication Agents, the Documentation Agents, the Senior Co-Managers and the Co-Managers shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness . Without limitation of the Borrower and the other Loan Parties. The Agent agrees to promptly furnish to each Lender a copy of all noticesforegoing, reports and other documents received by it from the Borrower; provided that the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness none of the Borrower Joint Lead Arrangers, the Syndication Agents, the Documentation Agents, the Senior Co-Managers or the Co-Managers in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party which or any other Person. If at any time any Lender serving as an Agent becomes a Defaulting Lender, or an Affiliate of a Defaulting Lender is serving as an Agent, and such Defaulting Lender fails to cure all defaults that caused it to become a Defaulting Lender, and cease being a Defaulting Lender or an Affiliate of a Defaulting Lender, within ten Business Days from the date it became a Defaulting Lender, then the Required Lenders may, but shall not be required to, direct such Agent to resign as Agent (including, without limitation, any functions and duties as Administrative Agent, Collateral Agent and/or as Issuing Lender, as the case may otherwise come into be), and upon the possession direction of the Required ▇▇▇▇▇▇▇, as applicable, such Agent or any of its officersshall be required to so resign, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates except such as may come into in accordance with the possession of the employees of Agent then having the responsibility for the administration sixth paragraph of this AgreementArticle 9.

Non-Reliance on Agent and Other Lenders. Each Lender and the Issuing Bank expressly acknowledges that none of neither the Agent or nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates has made any representations or warranties to it and that no act by the Agent hereafter hereinafter taken, including any review of the affairs of the Borrower or any other Loan PartyBorrower, shall be deemed to constitute any representation or warranty by the Agent to any LenderLender or the Issuing Bank. Each Lender and the Issuing Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other LenderLender or the Issuing Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and the Guarantors and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender and the Issuing Bank also represents that it will, independently and without reliance upon the Agent or any other LenderLender or the Issuing Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan PartiesBorrower. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports and other documents received expressly required to be furnished to the Lenders and the Issuing Bank by it from the Borrower; provided that Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Issuing Bank with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any other Loan Party which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this AgreementAffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that none of neither the Agent or Agent, nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates has made any representations or warranties to it and that no act by the Agent hereafter taken, including including, without limitation, any review of the affairs of the Borrower or any other Loan Party, shall be deemed to constitute any representation or warranty by the Agent to any LenderAgent. Each Lender represents and warrants to the Agent that it has, independently and without reliance upon the Agent or any other Lender, Lender and based on such documents and information as it has deemed appropriateappropriate (including the Loan Documents and related information), (I) made its own appraisal of and investigation into the business, operations, property, prospects, financial and other condition condition, creditworthiness and creditworthiness solvency of the Borrower Borrower, (II) satisfied itself as to the due execution, legality, validity, enforceability, genuineness, sufficiency and value of any of the Guarantors Loan Documents, the Collateral or any other instrument or document furnished pursuant to any Loan Document, (III) made its own determination as to the validity, effectiveness, perfection, value and adequacy of the Liens, and (IV) made its own decision to make acquire its Loans Assigned Amount and participate in Letters Percentage Interest of Credit hereunder and enter into this Agreementthe Loan. Each Lender also represents that it will, independently and without reliance upon the 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 the other Loan Documentshereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, prospects, financial and other condition and creditworthiness of the Borrower and the other Loan PartiesBorrower. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports and other documents expressly required pursuant to the Loan Documents to be furnished by the Agent to the Lenders (and which are, in fact, received by it from the Borrower; provided that Agent), the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, prospects, financial and other condition (financial or otherwise), prospects or creditworthiness of the Borrower or any other Loan Party Borrower, which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this AgreementAffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that none of the Agent or Agent, nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates Arranger has made any representations representation or warranties warranty to it it, and that no act by the Agent Agent, or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower or any other Loan PartyParty of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Agent Agent, or any Arranger to any LenderLender or each L/C Issuer as to any matter, including whether the 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 Agent Agent, and the Arrangers that it has, independently and without reliance upon the 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, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the Guarantors transactions contemplated hereby, and made its own decision to make its Loans and participate in Letters of Credit 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 Agent 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 the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. The Agent agrees to promptly furnish to each Lender a copy of all noticesExcept as provided in Section 9.12, reports and other documents received by it from the Borrower; provided that the Agent shall not have any duty or responsibility to provide any Lender Credit Party with any other credit or other information concerning the businessaffairs, operations, property, financial condition (financial or otherwise), prospects or creditworthiness business of the Borrower or any other Loan Party which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates except such as that may come into the possession of the employees Agent. Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of Agent then having a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the responsibility ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the administration purpose of this Agreementmaking, 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. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender 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 facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that none of neither the Agent or nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by any of the Agent foregoing hereafter taken, including any review or audit of the affairs of the Borrower or any other Loan Party, shall be deemed to constitute any a representation or warranty by the Agent to any Lender. Each Lender represents to the Agent agrees that it has, independently and without reliance upon on the 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, operations, property, financial and other condition and creditworthiness credit analysis of the Borrower Borrowers and the Guarantors and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also represents Agreement and that it will, will independently and without reliance upon the 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 analysis and decisions in taking or not taking action under this Agreement or any of the other Financing Documents, including, without limitation, the financial condition or solvency of the Borrowers or any other Person. Each Lender represents and warrants to the Agent and the other Loan Lenders that it has received from the Agent a copy of each of the Financing Documents executed on or before the date it enters into this Agreement and has examined or has had an opportunity to examine each of such Financing Documents. Each Lender represents and warrants to the Agent and the other Lenders that such Lender has the full right, power and authority to enter into this Agreement and make its Proportionate Share of the Loans and to make such investigation as it deems purchase participations in the Letters of Credit without notice to, or consent of, any Person and has taken all action, corporate or otherwise, necessary to inform authorize it to enter into and execute this Agreement. The Agent shall not be responsible to the Lenders for any recitals, statements, representations, or warranties contained in this Agreement, or in any other Financing Document, or of the value, validity, effectiveness, genuineness, enforceability, or sufficiency of this Agreement or any other Financing Document or for any failure by any Borrower or any other Person to perform any of its obligations under this Agreement or any other Financing Document. The Agent shall not be required to keep itself informed as to the businessperformance or observance by the Borrowers of this Agreement or any other Financing Document or as to the existence or possible existence of any Event of Default or Default or to inspect the properties or books of Borrowers. Except as expressly provided herein, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. The Agent agrees to promptly furnish to each Lender a copy of all notices, reports and other documents received by it from the Borrower; provided that the Agent shall not have any has no duty or responsibility responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information concerning with respect to the operations, business, operations, property, condition (financial or otherwise), prospects ) or creditworthiness of the Borrower Borrowers or any other Loan Party which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this AgreementPerson.

Non-Reliance on Agent and Other Lenders. Each Lender expressly and each Issuing Lender acknowledges that none of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Agent hereafter taken, including any review of the affairs of the Borrower or any other Loan Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent any Agent, any Issuing Lender 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, operations, property, financial and other condition and creditworthiness of the Borrower and the Guarantors and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender and each Issuing Lender also represents acknowledges that it will, independently and without reliance upon the Agent any Agent, any Issuing Lender 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 the other Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. The Agent agrees to promptly furnish to each Lender a copy of all notices, reports and other documents received by it from the Borrower; provided that the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any other Loan Party which Document or any related agreement or any document furnished hereunder or thereunder. Each Lender and each Issuing Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and certain other facilities set forth herein and (ii) it is engaged in making, acquiring or holding commercial loans, issuing or participating in letters of credit or providing other similar facilities in the ordinary course and is entering into this Agreement as a Lender or Issuing Lender for the purpose of making, acquiring or holding commercial loans, issuing or participating in letters of credit and providing other facilities set forth herein as may otherwise come into be applicable to such Lender or Issuing Lender, and not for the possession purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each Issuing Lender agrees not to assert a claim in contravention of the Agent foregoing. Each Lender and each Issuing Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire or any hold commercial loans, issue or participate in letters of its officerscredit and to provide other facilities set forth herein, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates except such as may come into be applicable to such Lender or such Issuing Lender, and either it, or the possession Person exercising discretion in making its decision to make, acquire or hold such commercial loans, issue or participate in letters of the employees credit or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans, issue or participate in letters of Agent then having the responsibility for the administration of this Agreementcredit or providing such other facilities.

Non-Reliance on Agent and Other Lenders. Each of the Issuing Bank and each Lender expressly acknowledges that none of neither the Agent or nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Agent hereafter takenhereinafter, including any review of the affairs of the Borrower or any other Loan Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each of the Issuing Bank and each Lender represents to the Agent that it has, independently and without reliance upon the Agent Agent, the Issuing Bank 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, operations, propertyProperty, financial and other condition and creditworthiness of the Borrower and the Guarantors its Subsidiaries and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each of the Issuing Bank and each Lender also represents that it will, independently and without reliance upon the 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 Agreement and the other any Loan DocumentsDocument, and to make such investigation as it deems necessary to inform itself as to the business, operations, propertyProperty, financial and other condition and creditworthiness of the Borrower and the other Loan Partiesits Subsidiaries. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports and other documents received expressly required to be furnished to the Issuing Bank and/or the Lenders by it from the Borrower; provided that Agent hereunder, the 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, propertyProperty, financial and other condition (financial or otherwise), prospects or creditworthiness of the Borrower or any other Loan Party of its Subsidiaries which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this Agreementaffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that none of neither the Agent or nor any other Lender nor any of its their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates affiliates has made any representations representation or warranties warranty to it such Lender and that no act by the Agent or any other Lender hereafter taken, including any review of the affairs of either of the Borrower Borrowers or any other Loan Partyof the Guarantors, shall be deemed to constitute any representation or warranty by the Agent or any Lender to any other Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the 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, operations, property, condition (financial and other condition otherwise) and creditworthiness of the Borrower Borrowers and the Guarantors and the value of the Collateral and other Properties of either of the Borrowers, any of the Guarantors or any other Person and has made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the 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 under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, condition (financial and other condition otherwise) and creditworthiness of the Borrower Borrowers and the Guarantors and the value of the Collateral and other Loan PartiesProperties of either of the Borrowers, any of the Guarantors or any other Person. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports and other documents received expressly required to be furnished to the Lenders by it from the Borrower; provided that Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or and otherwise), prospects or creditworthiness of the Borrower Borrowers and the Guarantors or the value of the Collateral or other Properties of either of the Borrowers, any of the Guarantors or any other Loan Party Person which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this Agreementaffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that none of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates nor the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Agent or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower or of any other Loan PartyAffiliate thereof, shall be deemed to constitute any representation or warranty by the Agent or the Arranger to any LenderLender as to any matter, including whether the Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender represents to the Agent and the Arranger that it has, independently and without reliance upon the 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, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Borrower, and all applicable bank or other regulatory laws relating to the Guarantors transactions contemplated hereby, and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender and [also represents acknowledges that it will, independently and without reliance upon the 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 and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Borrower. Each ▇▇▇▇▇▇ represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other Loan Parties. The Agent agrees facilities set forth herein as may be applicable to promptly furnish to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a copy claim in contravention of all noticesthe foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, reports acquire and/or hold commercial loans and other documents received by it from the Borrower; provided that the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the businessfacilities set forth herein, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any other Loan Party which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates except such as may come into be applicable to such Lender, and either it, or the possession of the employees of Agent then having the responsibility for the administration of this AgreementPerson 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 Agent and Other Lenders. Each Lender expressly acknowledges that none of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Agent hereafter taken, including any review of the affairs of the Borrower or any other Loan Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent Agents 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, operations, property, financial and other condition and creditworthiness of the Borrower and the Guarantors and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also represents acknowledges that it will, independently and without reliance upon the Agent Agents or any other Lender, Lender 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 or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Joint Lead Arrangers and the Joint Bookrunners, the Syndication Agents, the Documentation Agents, the Senior Co-Managers and the Co-Managers are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Joint Lead Arrangers and the Joint Bookrunners, the Syndication Agents, the Documentation Agents, the Senior Co-Managers and the Co-Managers shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness . Without limitation of the Borrower and the other Loan Parties. The Agent agrees to promptly furnish to each Lender a copy of all noticesforegoing, reports and other documents received by it from the Borrower; provided that the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness none of the Borrower Joint Lead Arrangers, the Joint Bookrunners, the Syndication Agents, the Documentation Agents, the Senior Co-Managers or the Co-Managers in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party which or any other Person. If at any time any Lender serving as an Agent becomes a Defaulting Lender, or an Affiliate of a Defaulting Lender is serving as an Agent, and such Defaulting Lender fails to cure all defaults that caused it to become a Defaulting Lender, and cease being a Defaulting Lender or an Affiliate of a Defaulting Lender, within ten Business Days from the date it became a Defaulting Lender, then the Required Lenders may, but shall not be required to, direct such Agent to resign as Agent (including, without limitation, any functions and duties as Administrative Agent, Collateral Agent and/or as Issuing Lender, as the case may otherwise come into be), and upon the possession direction of the Required Lenders, as applicable, such Agent or any of its officersshall be required to so resign, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates except such as may come into in accordance with the possession of the employees of Agent then having the responsibility for the administration sixth paragraph of this AgreementArticle 9.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that none of neither the Administrative Agent or nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries attorneys‑in‑fact or Affiliates has affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower and its Subsidiaries or any other Loan Partyaffiliate of the Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that 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, operations, property, financial and other condition and creditworthiness of the Borrower and the Guarantors its Subsidiaries and their affiliates and made its own decision to make its Loans and participate in Letters of Credit 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower Loan Parties and the other Loan Partiestheir affiliates. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports and other documents received expressly required to be furnished to the Lenders by it from the Borrower; provided that 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, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower and its Subsidiaries or any other Loan Party which affiliate of the Borrower and its Subsidiaries that may otherwise come into the possession of the Administration Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries attorneys‑in‑fact or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this Agreementaffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that none of neither the Agent or nor any other Lender nor any of its their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates affiliates has made any representations representation or warranties warranty to it such Lender and that no act by the Agent or any other Lender hereafter taken, including any review of the affairs of the Borrower or any other Loan Partyof the Guarantors, shall be deemed to constitute any representation or warranty by the Agent or any Lender to any other Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the 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, operations, property, condition (financial and other condition otherwise) and creditworthiness of the Borrower and the Guarantors and the value of the Collateral and other Properties of the Borrower, any of the Guarantors or any other Person and has made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the 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 under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, condition (financial and other condition otherwise) and creditworthiness of the Borrower and the value of the Collateral and other Loan PartiesProperties of the Borrower, any of the Guarantors or any other Person. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports and other documents received expressly required to be furnished to the Lenders by it from the Borrower; provided that Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or and otherwise), prospects or creditworthiness of the Borrower Borrower, and the Guarantors or the value of the Collateral or other Properties of the Borrower, any of the Guarantors or any other Loan Party Person which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this Agreementaffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that none of the neither Agent or nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates has made any representations or warranties to it and that no act by the Agent hereafter hereinafter taken, including any review of the affairs of the Borrower or any other Loan PartyBorrower, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the 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, operations, property, financial and other condition and creditworthiness of the Borrower and the Guarantors and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan PartiesBorrower. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports and other documents received expressly required to be furnished to the Lenders by it from Agent hereunder or by the Borrower; provided that the other Loan Documents, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of the Borrower or any other Loan Party which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-factfact or Affiliates. Notwithstanding anything contained in the preceding sentence to the contrary, Subsidiaries or Affiliates except such as may come into Agent agrees to promptly provide Lenders with (i) copies of all financial statements, reports and certificates delivered by Borrower to Agent hereunder, (ii) copies of all notices and other communications deemed by Agent to be material, relating to the possession of the employees of Agent then having the responsibility for the administration of transactions contemplated by this Agreement, that are sent or received by Agent, and (iii) any other information, financial or otherwise, deemed by Agent to be material, relating to Borrower's financial condition or ability to perform its obligations hereunder, furnished to, or obtained by, Agent hereunder.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that none of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Agent hereafter taken, including any review of the affairs of the Borrower or any other Loan Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent each Issuer agrees that it has, independently and without reliance upon on the Agent or Agent, any other Issuer, Lender or the Swing Line Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal credit analysis of and investigation into the business, operations, property, financial and other condition and creditworthiness of both the Borrower and the Guarantors NBC and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also represents the transactions contemplated by the Financing Documents and that it will, independently and without reliance upon the Agent or Agent, any other Issuer, Lender or Swing Line Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under this Agreement and the other Loan Documents, and any Financing Document. The Agent shall not be required to make such investigation as it deems necessary to inform keep itself informed as to the businessperformance or observance by the Borrower, operationsor NBC, propertyor any other Person of any Financing Document, financial and other condition and creditworthiness Bond Document, Intercompany Financing Document or B▇▇▇▇▇▇ Beef Acquisition Document, or to inspect the properties or books of either the Borrower and the other Loan Partiesor NBC. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports reports, and other documents received and information expressly required to be furnished to the Lenders by it from the Borrower; provided that Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the businessaffairs, operations, property, financial condition (financial or otherwise), prospects or creditworthiness business of the Borrower (or any other Loan Party of its Affiliates) which may otherwise come into the possession of the Agent or any of its officersaffiliates. Notwithstanding the foregoing, directorsthe Agent will, employeesupon the request of any Lender or Issuer, agentsprovide to such Person, attorneys-in-factat such Person's expense, Subsidiaries copies of any and all National Beef Packing Company Credit Agreement 66 written information provided to the Agent by either the Borrower or Affiliates except NBC (unless concurrently delivered to such as may come into Person by either the possession of the employees of Agent then having the responsibility for the administration of this AgreementBorrower or NBC).

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that none of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Agent hereafter taken, including any review of the affairs of the Borrower or any other Loan Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent each Issuer agrees that it has, independently and without reliance upon on the Agent or Agent, any other Issuer, Lender or the Swing Line Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal credit analysis of and investigation into the business, operations, property, financial and other condition and creditworthiness of both the Borrower and the Guarantors NBC and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also represents the transactions contemplated by the Financing Documents and that it will, independently and without reliance upon the Agent or Agent, any other Issuer, Lender or Swing Line Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals analysis and decisions in taking or not taking action under this Agreement and the other Loan Documents, and any Financing Document. The Agent shall not be required to make such investigation as it deems necessary to inform keep itself informed as to the businessperformance or observance by the Borrower, operationsor NBC, propertyor any other Person of any Financing Document, financial and other condition and creditworthiness Bond Document, Intercompany Financing Document or B▇▇▇▇▇▇ Beef Acquisition Document, or to inspect the properties or books of either the Borrower and the other Loan Partiesor NBC. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports reports, and other documents received and information expressly required to be furnished to the Lenders by it from the Borrower; provided that Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the businessaffairs, operations, property, financial condition (financial or otherwise), prospects or creditworthiness business of the Borrower (or any other Loan Party of its Affiliates) which may otherwise come into the possession of the Agent or any of its officersaffiliates. Notwithstanding the foregoing, directorsthe Agent will, employeesupon the request of any Lender or Issuer, agentsprovide to such Person, attorneys-in-factat such Person's expense, Subsidiaries copies of any and all written information provided to the Agent by either the Borrower or Affiliates except NBC (unless concurrently delivered to such as may come into Person by either the possession of the employees of Agent then having the responsibility for the administration of this AgreementBorrower or NBC).

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that none of neither the Agent or nor any other Lender nor any of its their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates affiliates has made any representations representation or warranties warranty to it such Lender and that no act by the Agent or any other Lender hereafter taken, including any review of the affairs of the Borrower or any other Loan Partyand/or the Co-Borrowers, shall be deemed to constitute any representation or warranty by the Agent or any Lender to any other Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the 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, operations, property, condition (financial and other condition otherwise) and creditworthiness of the Borrower and/or the Co-Borrowers and the Guarantors value of the Collateral and other Properties of the Borrower and/or the Co-Borrowers and has made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the 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 under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, condition (financial and other condition otherwise) and creditworthiness of the Borrower and/or the Co-Borrowers and the value of the Collateral and other Loan PartiesProperties of the Borrower and/or the Co-Borrowers. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports and other documents received expressly required to be furnished to the Lenders by it from the Borrower; provided that Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or and otherwise), prospects or creditworthiness of the Borrower and/or the Co-Borrowers or any the value of the Collateral or other Loan Party Properties of the Borrower and/or the Co-Borrowers which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this Agreementaffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender expressly --------------------------------------- acknowledges that none of the Agent or any of its respective officers, directors, employees, agents, attorneysAgent-in-fact, Subsidiaries or Affiliates Related Persons has made any representations representation or warranties warranty to it it, and that no act by the Agent hereafter hereinafter taken, including any review of the affairs or Property of the Borrower and its Subsidiaries or any other Loan PartyAffiliates, shall be deemed to constitute any representation or warranty by the Agent Agent-Related Person to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the 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, prospects, operations, propertyProperty, financial and other condition and creditworthiness of the Borrower and any other Person (other than the Guarantors Lender Group) party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this AgreementAgreement and to extend credit to Borrower. Each Lender also represents that it will, independently and without reliance upon the 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 Agreement and the other Loan Documents, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and any other Person (other than the other Lender Group) party to a Loan PartiesDocument. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports and other documents received expressly herein required to be furnished to the Lender Group by it from the Borrower; provided that the Agent, no Agent shall not have any duty or responsibility to provide any member of the Lender Group with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition (financial or otherwise), prospects or creditworthiness of the Borrower or and any other Person party to a Loan Party which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates except such as Document that may come into the possession of any of the employees of Agent then having the responsibility for the administration of this AgreementAgent-Related Persons.

Non-Reliance on Agent and Other Lenders. Each Lender and Issuing Bank expressly acknowledges that none of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates the Joint Lead Arrangers has made any representations representation or warranties warranty to it it, and that no act by the Agent or the Joint Lead Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower or any other Loan PartyParty of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Agent or the Joint Lead Arrangers to any LenderLender or each Issuing Bank as to any matter, including whether the Agent or the Joint Lead Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender and each Issuing Bank represents to the Agent and the Joint Lead Arrangers that it has, independently and without reliance upon the Agent Agent, the Joint 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, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the Guarantors transactions contemplated hereby, and made its own decision to make its Loans and participate in Letters of Credit 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 Agent Agent, the Joint 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 and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. The Agent agrees 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 promptly furnish 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 copy claim in contravention of all noticesthe foregoing. Each Lender and each Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, reports acquire and/or hold commercial loans and other documents received by it from the Borrower; provided that the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the businessfacilities set forth herein, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any other Loan Party which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates except such as may come into be applicable to such Lender or such Issuing Bank, and either it, or the possession of the employees of Agent then having the responsibility for the administration of this AgreementPerson exercising discretion in making its decision to make, acquire and/or hold such 123 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 Agent and Other Lenders. Each Lender expressly acknowledges that none of the Agent Agent, the Collateral Agent, the Documentation Agent, the Co-Arranger, the Arranger, any other Lender or any of its their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries in- fact or Affiliates affiliates has made any representations representation or warranties warranty to it such Lender and that no act by the Agent Agent, the Collateral Agent, the Documentation Agent, the Co-Arranger, the Arranger, or any other Lender hereafter taken, including any review of the affairs of the Borrower or any other Loan PartyBorrower, shall be deemed to constitute any representation or warranty by the Agent Agent, the Collateral Agent, the Documentation Agent, the Co-Arranger, the Arranger, or any Lender to any other Lender. Each Lender represents to the Agent Agent, the Collateral Agent, the Documentation Agent, the Co-Arranger and the Arranger that it has, independently and without reliance upon the Agent Agent, the Collateral Agent, the Documentation Agent, the Co-Arranger, the Arranger, 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, operations, property, condition (financial and other condition otherwise) and creditworthiness of the Borrower and the Guarantors value of the Collateral and other Properties of the Borrower and has made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent Agent, the Collateral Agent, the Documentation Agent, the Co-Arranger, the Arranger, 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 Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, condition (financial and other condition otherwise) and creditworthiness of the Borrower and the value of the Collateral and other Loan PartiesProperties of the Borrower. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports and other documents received expressly required to be furnished to the Lenders by it from the Borrower; provided that the Agent or the Collateral Agent hereunder, none of the Agent, the Collateral Agent, the Documentation Agent, the Co-Arranger or the Arranger shall not have any duty or responsibility ability to provide any Lender with any credit or other information concerning the business, response operations, property, condition (financial or and otherwise), prospects or creditworthiness of the Borrower or any the value of the Collateral or other Loan Party Properties of the Borrower which may otherwise come into the possession of the Agent Agent, the Collateral Agent, the Documentation Agent, the Co-Arranger, the Arranger or any of its their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries attorneys- in- fact or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this Agreementaffiliates.

Non-Reliance on Agent and Other Lenders. Each Working Capital Lender expressly acknowledges that none of neither the Agent or nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Agent hereafter or any affiliate thereof hereinafter taken, including any review of the affairs of the Borrower or any other Loan Credit Party, shall be deemed to constitute any representation or warranty by the Agent to any Working Capital Lender. Each Working Capital Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Working Capital 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 condition conditions, prospects and creditworthiness of the Borrower and the Guarantors Credit Parties and made its own decision to make its Working Capital Revolving Loans and participate in Letters of Credit hereunder and enter into this Credit Agreement. Each Working Capital Lender also represents that it will, independently and without reliance upon the Agent or any other Working Capital Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan DocumentsCredit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Borrower and the other Loan Credit Parties. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports and other documents received expressly required to be furnished to the Working Capital Lenders by it from the Borrower; provided that Agent hereunder, the Agent shall not have any duty or responsibility to provide any Working Capital Lender with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)other conditions, prospects or creditworthiness of the Borrower or any other Loan Party Credit Parties which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this Agreementaffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that none of the Agent or Agent, nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates Arranger has made any representations representation or warranties warranty to it it, and that no act by the Agent Agent, or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower or any other Loan PartyParty of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Agent Agent, or any Arranger to any LenderLender or each L/C Issuer as to any matter, including whether the 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 Agent Agent, and the Arrangers that it has, independently and without reliance upon the 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, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the Guarantors transactions contemplated hereby, and made its own decision to make its Loans and participate in Letters of Credit 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 Agent 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 the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. The Agent agrees to promptly furnish to each Lender a copy of all noticesExcept as provided in Section 9.12, reports and other documents received by it from the Borrower; provided that the Agent shall not have any duty or responsibility to provide any Lender Credit Party with any other credit or other information concerning the businessaffairs, operations, property, financial condition (financial or otherwise), prospects or creditworthiness business of the Borrower or any other Loan Party which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates except such as that may come into the possession of the employees Agent. Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of Agent then having a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the responsibility ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the administration purpose of this Agreementmaking, 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. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C DB1/ 124773100.6 -135- 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 facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Non-Reliance on Agent and Other Lenders. Each of the Issuing Bank and each Lender expressly acknowledges that none of neither the Agent or nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates affiliates has made any representations or warranties to it and that no act by the Agent hereafter takenhereinafter, including any review of the affairs of the Borrower or any other Loan Credit Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each of the Issuing Bank and each Lender represents to the Agent that it has, independently and without reliance upon the 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, operations, propertyProperty, financial and other condition and creditworthiness of the Borrower and the Guarantors or any other Credit Party and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each of the Issuing Bank and each Lender also represents that it will, independently and without reliance upon the 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 Agreement and the other any Loan DocumentsDocument, and to make such investigation as it deems necessary to inform itself as to the business, operations, propertyProperty, financial and other condition and creditworthiness of the Borrower and the or any other Loan PartiesCredit Party. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports and other documents received expressly required to be furnished to the Issuing Bank and/or the Lenders by it from the Borrower; provided that Agent hereunder, the 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, propertyProperty, financial and other condition (financial or otherwise), prospects or creditworthiness of the Borrower or any other Loan Credit Party which at any time may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this Agreementaffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender and the Swing Line Lender expressly acknowledges that none of neither the Agent or nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates has made any representations or warranties to it and that no act by the Agent hereafter takenhereafter, including any review of the affairs of the Borrower Company or any other Loan PartySubsidiaries thereof, shall be deemed to constitute any representation or warranty by the Agent to any Lender or the Swing Line Lender. Each Lender represents and the Swing Line Lender repre- sents to the Agent that it has, independently and without reliance upon the Agent or any other Lender or the Swing Line Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal evaluation of and investigation into the business, operations, propertyProperty, financial and other condition and creditworthiness of the Borrower Company and the Guarantors its Subsidiaries and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender and the Swing Line Lender also represents that it will, independently and without reliance upon the Agent or any other Lender or the Swing Line Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Agreement and or any of the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, propertyProperty, financial and other condition and creditworthiness of the Borrower Company and its Subsidiaries. Each Lender and the other Loan Parties. The Agent agrees to promptly furnish to each Swing Line Lender acknowledges that a copy of this Agreement and all exhibits and schedules hereto has been made available to it and its individual legal counsel for review, and each Lender and the Swing Line Lender acknowledges that it is satisfied with the form and substance of this Agreement and the exhibits and schedules hereto. Except for notices, reports and other documents received expressly required to be furnished to the Lenders and the Swing Line Lender by it from the Borrower; provided that Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, propertyProperty, financial and other condition (financial or otherwise), prospects or creditworthiness of the Borrower Company or any other Loan Party its Subsidiaries which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this AgreementAffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that none of neither the Agent or Agent, NationsBanc Capital Markets, Inc. ("NCMI") nor any of its respective their officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates affiliates has made any representations or warranties to it other than as set forth in this Credit Agreement and that no act by the Agent hereafter Agent, NCMI or any affiliate thereof hereinafter taken, including any review of the affairs of the Borrower or any other Loan Credit Party, shall be deemed to constitute any representation or warranty by the Agent or NCMI to any Lender. Each Lender represents to the Agent and NCMI that it has, independently and without reliance upon the Agent or NCMI 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 condition conditions, prospects and creditworthiness of the Borrower and the Guarantors Credit Parties and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent Agent, NCMI or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan DocumentsCredit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Borrower and the other Loan Credit Parties. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports and other documents received expressly required to be furnished to the Lenders by it from the Borrower; provided that the Agent hereunder, the Agent and NCMI 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 or otherwise)other conditions, prospects or creditworthiness of the Borrower or any other Loan Party Credit Parties which may otherwise come into the possession of the Agent Agent, NCMI or any of its their officers, directors, employees, agents, attorneys-in-factfact or affiliates; provided, Subsidiaries or Affiliates except such as may come into however, the possession Agent shall provide the Lenders with copies of the employees Credit Documents, the conditions precedent identified in Sections 5.1 and 5.2 and such other information reasonably requested by a Lender; provided, further however, the Agent shall not be required to provide the Lenders with a copy of the Fee Letter and shall not be required to generate any additional information not supplied to the Agent then having by the responsibility for the administration of this AgreementBorrower or any other Credit Party.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that none of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Agent hereafter taken, including any review of the affairs of the Borrower or any other Loan Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent Agent, any other Lender or any other Lender, Person and based on such documents and information as it has deemed appropriate, made its own appraisal of credit analysis and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and the Guarantors and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also represents acknowledges that it will, independently and without reliance upon the Agent Agent, any other Lender or any other Lender, Person 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 Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder. Each of the Lenders hereby acknowledges that to the extent permitted by Applicable Laws, the Security and all rights and remedies provided under the other Loan DocumentsCredit Documents to the Lenders are for the benefit of the Lenders collectively and acting together and not severally and further acknowledges that its rights hereunder and under any Security are to be exercised not severally, but by the Agent upon the decision of the Lenders. Accordingly, notwithstanding any of the provisions contained herein or in any Security, each of the Lenders hereby covenants and agrees that it shall not be entitled to make take any action hereunder or thereunder including any declaration of Default or Event of Default hereunder or thereunder but that any such investigation action shall be taken only by the Agent with the prior written agreement of the Lenders. Each of the Lenders hereby further covenants and agrees that upon any such written agreement being given, it shall co-operate fully with the Agent to the extent requested by the Agent. Notwithstanding the foregoing, in the absence of instructions from the Lenders and where in the sole opinion of the Agent, acting reasonably and in good faith, the exigencies of the situation warrant such action, the Agent may without notice to or consent of the Lenders take such action on behalf of the Lenders as it deems necessary to inform itself as appropriate or desirable in the interest of the Lenders. Subject to the businessforegoing, operationsif any Obligor fails to perform any covenants on its part herein or under any Credit Document, propertythe Agent may, financial in its discretion but need not, perform any covenant capable of being performed by the Agent and other condition and creditworthiness if the covenant requires the payment or expenditure of money, the Agent on behalf of the Borrower Lenders may make such payment or expenditure and all sums so expended shall be forthwith payable by the other Loan Parties. The Agent agrees Obligors to promptly furnish to each Lender a copy of all notices, reports and other documents received by it from the Borrower; provided that the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness on behalf of the Borrower or any other Loan Party which may otherwise come into Lenders and shall bear interest at the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this Agreementrate set out in Section 6.

Non-Reliance on Agent and Other Lenders. Each Lender expressly --------------------------------------- acknowledges that none of neither the Agent or nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates has made any representations or warranties to it and that no act by the Agent hereafter taken, including any review of the affairs of the Borrower or any other Loan PartyBorrower, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the 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, operations, property, financial and other condition and creditworthiness of each Parent and the Borrower and the Guarantors and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower Parents and the other Loan PartiesBorrower. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports and other documents received expressly required to be furnished to the Lenders by it from the Borrower; provided that Agent hereunder or furnished to the Agent for the account of, or with a counterpart or copy for, each Lender, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of either Parent, the Borrower or any other Loan Party Subsidiary which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries in- fact or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this AgreementAffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that none of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Agent hereafter taken, including any review of the affairs of the Borrower or any other Loan Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent agrees that it has, independently and without reliance upon the 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, operations, property, financial and other condition and creditworthiness of the Borrower and the Guarantors and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also represents acknowledges and agrees that it will, independently and without reliance upon the 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 the Agreement, any other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan PartiesDocument or any related agreement or any document furnished hereunder or thereunder. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports reports, and other documents received and information expressly required to be furnished to the Lenders by it from the Borrower; provided that Agent hereunder and for other information in the Agent’s possession which has been requested by a Lender and for which such L▇▇▇▇▇ pays the Agent’s expenses in connection therewith, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the businessaffairs, operationsfinancial condition, property, condition (financial or otherwise), prospects or creditworthiness business of the Borrower any Loan Party or any other Loan Party which of its Affiliates that may otherwise come into the possession of the Agent or any of its officersAffiliates. Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and certain other facilities set forth herein and (ii) it is entering into this Agreement as a Lender for the purpose of making, directors, employees, agents, attorneys-in-fact, Subsidiaries acquiring or Affiliates except such holding commercial loans set forth herein as may come into be applicable to such Lender, and not for the possession purpose of purchasing, acquiring or holding any other type of 106 financial instrument, and each L▇▇▇▇▇ agrees not to assert a claim in contravention of the employees foregoing. Each 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 Person exercising discretion in making its decision to make, acquire or hold such commercial loans, is experienced in making, acquiring or holding such commercial loans. (a) The Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Agent. The Agent then having and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the responsibility Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Term Loans as well as activities as Agent. The Agent shall not be responsible for the administration negligence or misconduct of this Agreementany sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that none of neither the Agent or Agent, the Collateral Agent, any other Lender nor any of its their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates affiliates has made any representations representation or warranties warranty to it such Lender and that no act by the Agent Agent, the Collateral Agent, or any other Lender hereafter taken, including any review of the affairs of the Borrower or any other Loan PartyBorrowers, shall be deemed to constitute any representation or warranty by the Agent Agent, the Collateral Agent, or any Lender to any other Lender. Each Lender represents to the Agent and the Collateral Agent that it has, independently and without reliance upon the Agent Agent, the Collateral 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, operations, property, condition (financial and other condition otherwise) and creditworthiness of the Borrower Borrowers and the Guarantors value of the Collateral and other Properties of the Borrowers and has made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or the Collateral 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 under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, condition (financial and other condition otherwise) and creditworthiness of the Borrower Borrowers and the value of the Collateral and other Loan PartiesProperties of the Borrowers. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports and other documents received expressly required to be furnished to the Lenders by it from the Borrower; provided that the Agent or the Collateral Agent hereunder, neither the Agent nor the Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or and otherwise), prospects or creditworthiness of the Borrower Borrowers or any the value of the Collateral or other Loan Party Properties of the Borrowers which may otherwise come into the possession of the Agent, the Collateral Agent or any of its their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this Agreementaffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that none neither any of the Agent or Agents nor any of its their respective officers, directors, employees, agents, attorneys-in-factadvisors, Subsidiaries attorneys in fact or Affiliates has affiliates have made any representations or warranties to it and that no act by the any Agent hereafter taken, including any review of the affairs of the Borrower a Loan Party or any other affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the such Agent to any Lender. Each Lender represents to the Agent acknowledges that it has, independently and without reliance upon the any 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, operations, property, financial and other condition and creditworthiness of the Borrower and the Guarantors and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also represents acknowledges that it will, independently and without reliance upon the any 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 the Agreement, any other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan PartiesDocument or any related agreement or any document furnished hereunder or thereunder. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports and other documents received expressly required to be furnished to the Lenders by it from the Borrower; provided that 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, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower any Loan Party or any other affiliate of a Loan Party which that may otherwise come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-factadvisors, Subsidiaries attorneys in fact or affiliates. Each Lender acknowledges that the Borrower and certain Affiliates except such as may come into the possession of the employees of Agent then having Loan Parties may purchase Term Loans hereunder from Lenders from time to time, subject to the responsibility for the administration of restrictions set forth in Sections 2.09 and 2.10. Each Lender, by delivering its signature page to this Agreement, an Assignment and Acceptance and funding its Term Loan on the Closing Date or by the funding of any Incremental Term Loans, Refinancing Term Loans or Extended Term Loans as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Agent, Required Lenders or Lenders, as applicable on the Closing Date or as of the date of funding of such Incremental Term Loan, Refinancing Term Loan, Extended Term Loan.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that none of neither the Agent or nor any other Lender nor any of its their respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates affiliates has made any representations representation or warranties warranty to it such Lender and that no act by the Agent or any other Lender hereafter taken, including any review of the affairs of the Borrower or any other Loan PartyBorrower, shall be deemed to constitute any representation or warranty by the Agent or any Lender to any other Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents docu ments and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, condition (financial and other condition otherwise) and creditworthiness of the Borrower and the Guarantors value of the Collateral and other Properties of the Borrower and has made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the 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 under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, condition (financial and other condition otherwise) and creditworthiness of the Borrower and the value of the Collateral and other Loan PartiesProperties of the Borrower. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports and other documents received expressly required to be furnished to the Lenders by it from the Borrower; provided that Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or and otherwise), prospects or creditworthiness of the Borrower or any the value of the Collateral or other Loan Party Properties of the Borrower which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this Agreementaffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender expressly and the Issuing Bank acknowledges that none of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Agent hereafter taken, including any review of the affairs of the Borrower or any other Loan Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent, any Co-Collateral Agent or any other Lender, Lender or any of their respective Affiliates and based on such documents and information as it has deemed appropriate, made conducted its own appraisal independent investigation of and investigation into the business, operations, property, financial and other condition and creditworthiness affairs of the Borrower Loan Parties and the Guarantors their Subsidiaries and made its own credit analysis and decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender further represents and warrants that it has reviewed each document made available to it on the Platform in connection with this Agreement and has acknowledged and accepted the terms and conditions applicable to the recipients thereof (including any such terms and conditions set forth, or otherwise maintained, on the Platform with respect thereto). Each Lender and the Issuing Bank also represents acknowledges that it will, independently and without reliance upon the any Agent, any Co-Collateral Agent or any other Lender, Lender or any of their respective Affiliates 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 Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on Agent or Co-Collateral Agents to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA PATRIOT Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any of Borrowers, their Affiliates or their agents, this Agreement, the other Loan DocumentsDocuments or the transactions hereunder or thereunder or contemplated hereby or thereby: (i) any identity verification procedures, and to make (ii) any recordkeeping, (iii) comparisons with government lists, (iv) customer notices or (v) other procedures required under the CIP Regulations or such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. The Agent agrees to promptly furnish to each Lender a copy of all notices, reports and other documents received by it from the Borrower; provided that the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any other Loan Party which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneysAnti-in-fact, Subsidiaries or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this AgreementTerrorism Laws.

Non-Reliance on Agent and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that none of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates nor the Arranger has made any representations representation or warranties warranty to it it, and that no act by the Agent or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower or any other Loan PartyParty of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Agent or the Arranger to any LenderLender or the L/C Issuer as to any matter, including whether the Agent or the Arranger have disclosed material information in their possession. Each Lender and each L/C Issuer represents to the Agent and the Arranger that it has, independently and without reliance upon the 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, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Loan Parties, and all applicable bank or other regulatory Laws relating to the Guarantors transactions contemplated hereby, and made its own decision to make its Loans and participate in Letters of Credit 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 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 and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. The Agent agrees Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to promptly furnish 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 copy claim in contravention of all noticesthe foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, reports acquire and/or hold commercial loans and to provide other documents received by it from facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Borrower; Person 164 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. Except as provided that in Section 9.12, the Agent shall not have any duty or responsibility to provide any Lender Credit Party with any other credit or other information concerning the businessaffairs, operations, property, financial condition (financial or otherwise), prospects or creditworthiness business of the Borrower or any other Loan Party which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates except such as that may come into the possession of the employees of Agent then having the responsibility for the administration of this AgreementAgent.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that none of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has not made any representations representation or warranties warranty to it it, and that no act by the Agent hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower any Loan Party or any other Loan PartyAffiliate thereof, shall be deemed to constitute any representation or any warranty by the Agent to any LenderLender as to any matter, including whether Agent has disclosed material information in its (or its Related Parties’) possession. Each Lender represents to the Agent that it has, independently and without reliance upon the 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, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Loan Parties and its subsidiaries, and all applicable bank or other regulatory laws relating to the Guarantors transactions contemplated hereby, and made its own decision to make its Loans and participate in Letters of Credit 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 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 and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower. Each Lender represents and warrants that (i) the Borrower 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 for the purpose of purchasing, acquiring or holding any other Loan Parties. The Agent agrees to promptly furnish to type of financial instrument, and each Lender agrees not to assert a copy of all notices, reports and other documents received by it from the Borrower; provided that the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness claim in contravention of the Borrower foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire or any other Loan Party which may otherwise come into the possession of the Agent or any of its officershold commercial loans, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates except such as may come into be applicable to such Lender, and either it, or the possession of the employees of Agent then having the responsibility for the administration of this AgreementPerson exercising discretion in making its decision to make, acquire or hold such commercial loans, is experienced in making, acquiring or holding such commercial loans.

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that none of neither the Administrative Agent or nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates has affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower and its Subsidiaries or any other Loan Partyaffiliate of the Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that 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, operations, property, financial and other condition and creditworthiness of the Borrower and the Guarantors its Subsidiaries and their affiliates and made its own decision to make its Loans and participate in Letters of Credit 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower Loan Parties and the other Loan Partiestheir affiliates. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports and other documents received expressly required to be furnished to the Lenders by it from the Borrower; provided that 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, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower and its Subsidiaries or any other Loan Party which affiliate of the Borrower and its Subsidiaries that may otherwise come into the possession of the Administration Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this Agreementaffiliates.

Non-Reliance on Agent and Other Lenders. Each Lender of the Lenders and the L/C Issuer expressly acknowledges that none of neither the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates nor BAS has made any representations representation or warranties warranty to it it, and that no act by the Agent or BAS hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower or any other Loan PartyAffiliate thereof, shall be deemed to CHAR1\1991350v2 constitute any representation or warranty by the Agent or BAS to any LenderLender or the L/C Issuer as to any matter, including whether the Agent or BAS 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 Agent and BAS that it has, independently and without reliance upon the Agent Agent, BAS, 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, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries, and all applicable bank or other regulatory laws relating to the Guarantors transactions contemplated hereby, and made its own decision to make its Loans and participate in Letters of Credit 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 Agent Agent, BAS, 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 and the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. The Agent Each of the Lenders and the L/C Issuer represents and warrants that (a) the Loan Documents set forth the terms of a commercial lending facility and (b) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or the L/C Issuer, 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 L/C Issuer agrees not to promptly furnish assert a claim in contravention of the foregoing. Each of the Lenders and the L/C Issuer represents and warrants that it is sophisticated with respect to each Lender a copy of all noticesdecisions to make, reports acquire and/or hold commercial loans and other documents received by it from the Borrower; provided that the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the businessfacilities set forth herein, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any other Loan Party which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates except such as may come into be applicable to such Lender or the possession of L/C Issuer, as applicable, and either it, or the employees of Agent then having the responsibility for the administration of this AgreementPerson 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 Agent and Other Lenders. Each Lender and theeach L/C Issuer expressly acknowledges that none of the Agent or nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates Arranger has made any representations representation or warranties warranty to it it, and that no act by the Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower or any other Loan PartyParty of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Agent or any Arranger to any LenderLender or each L/C Issuer as to any matter, including whether the 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 Agent and the Arrangers that it has, independently and without reliance upon the Agent or, 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 andof, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the Guarantors transactions contemplated hereby, and made its own decision to make its Loans and participate in Letters of Credit 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 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 the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. The Agent agrees to promptly furnish to each Lender a copy of all noticesExcept as provided in Section 9.12, reports and other documents received by it from the Borrower; provided that the Agent shall not have any duty or responsibility to provide any Lender Credit Party with any other credit or other information concerning the businessaffairs, operations, property, financial condition (financial or otherwise), prospects or creditworthiness business of the Borrower or any other Loan Party which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates except such as that may come into the possession of the employees Agent. Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of Agent then having a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the responsibility ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the administration purpose of this Agreementmaking, 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. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender 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 facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Non-Reliance on Agent and Other Lenders. Each Lender (and Qualified Counterparty) expressly acknowledges that none of the Agent or any of its respective officers, directors, employees, agents, attorneysAgent-in-fact, Subsidiaries or Affiliates Related Persons has made any representations or warranties to it and that no act by the any Agent hereafter taken, including any review of the affairs of the Borrower or any other Loan PartyAffiliate of the Borrower, shall be deemed to constitute any representation or warranty by the Agent any Agent-Related Person to any LenderLender (or Qualified Counterparty). Each Lender hereby (and by entering into an agreement with respect to Cash Management Obligations, each Qualified Counterparty) represents and warrants to each Agent that: (i) the Agent that Loan Documents set forth the terms of a commercial lending facility, (ii) in participating as a Lender, it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender, in each case in the ordinary course of business, and not for the purpose of investing in the general performance or operations of the Borrower or any of its Affiliates, or for the purpose of purchasing, acquiring or holding any other type of financial instrument such as a security (and each Lender agrees not to assert a claim in contravention of the foregoing, such as a claim under the federal or state securities laws), (iii) it has, independently and without reliance upon the Agent or any Agent-Related Person, any Arranger, any other Lender, or any Related Parties of any of the foregoing, and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Guarantors its Affiliates and made its own decision to make make, acquire or hold its Loans and participate in Letters of Credit hereunder and enter into this Agreement, and (iv) it is sophisticated with respect to decisions to make, acquire or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender also represents (and by entering into an agreement with respect to Cash Management Obligations, each Qualified Counterparty) that it will, independently and without reliance upon the Agent any Agent-Related Person, any Arranger or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, US-DOCS\148017393.28 appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Partiesits Affiliates. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports and other documents received expressly required to be furnished to the Lenders by it from the Borrower; provided that the any Agent hereunder, no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any other Loan Party which may otherwise come into the possession Affiliate of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates except such as Borrower that may come into the possession of such Agent or its Agent-Related Persons. In performing its functions and duties hereunder and under the employees other Loan Documents, each Agent is acting solely on behalf of Agent then having the responsibility Lenders (except in limited circumstances expressly provided for herein relating to the administration maintenance of this Agreementthe Register, as it is related to the Administrative Agent), and its duties are entirely mechanical and administrative in nature. The motivations of the Agents are commercial in nature and not to invest in the general performance or operations of the Borrower or its Affiliates.

Non-Reliance on Agent and Other Lenders. Each Lender and [the]each L/C Issuer expressly acknowledges that none of the Agent, the FILO Agent or nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates Arranger has made any representations representation or warranties warranty to it it, and that no act by the Agent, the FILO Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower or any other Loan PartyParty of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Agent, the FILO Agent or any Arranger to any LenderLender or each L/C Issuer as to any matter, including whether the Agent, the FILO 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 Agent, the FILO Agent and the Arrangers that it has, independently and without reliance upon the Agent Agent[ or], the FILO 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 [and]of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the Guarantors transactions contemplated hereby, and made its own decision to make its Loans and participate in Letters of Credit 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 Agent, the FILO 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 the Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. The Except as provided in Section [0]9.12, [the]neither the Agent agrees to promptly furnish to each Lender a copy of all notices, reports and other documents received by it from nor the Borrower; provided that the FILO Agent shall not have any duty or responsibility to provide any Lender Credit Party with any other credit or other information concerning the businessaffairs, operations, property, financial condition (financial or otherwise), prospects or creditworthiness business of the Borrower or any other Loan Party which that may otherwise come into the possession of the Agent or any the FILO Agent, as applicable. Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of its officersa commercial lending facility and (ii) it is engaged in making, directorsacquiring 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, employees, agents, attorneys-in-fact, Subsidiaries acquiring or Affiliates except such holding commercial loans and providing other facilities set forth herein as may come into be applicable to such Lender or L/C Issuer, and not for the possession 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 employees of Agent then having foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the responsibility for the administration of this AgreementPerson 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 Agent and Other Lenders. Each Lender and L/C Issuer expressly acknowledges ‎acknowledges that none of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates ‎Agent has not made any representations representation or warranties warranty to it it, and that no act by ‎act ‎by the Agent hereafter taken, including any review consent to, and ‎acceptance of any assignment or ‎review of the affairs of the Borrower any Loan Party or any other Loan PartyAffiliate thereof, shall ‎shall be deemed to constitute any ‎any representation or warranty by the Agent to any LenderLender or L/C Issuer as to any matter, ‎including whether the ‎Agent has disclosed material information in its (or its Related ‎Parties’) ‎possession. Each Lender and L/C Issuer represents to the Agent ‎Agent that it has, independently and without ‎without reliance upon the Agent ‎Agent, any other Lender or any other Lender, of their Related Parties and based on such ‎such documents and ‎and information as it has deemed appropriate, made its own appraisal of credit analysis of, ‎appraisal of, and investigation into ‎investigation into, the business, prospects, operations, property, financial and other ‎other condition and creditworthiness ‎creditworthiness of the Borrower Loan Parties and their Subsidiaries, and all applicable ‎bank or other ‎regulatory Laws relating to the Guarantors transactions contemplated hereby, and made its own ‎own decision to make its Loans and participate in Letters of Credit hereunder and enter ‎enter into this AgreementAgreement and to extend credit to the Borrower hereunder. Each Lender ‎Lender and L/C Issuer also represents acknowledges that it will, independently and without reliance upon the Agent ‎the ‎Agent, any other Lender or any other Lender, of their Related Parties and based on such ‎such documents and information ‎information as it shall from time to time deem appropriate at the timeappropriate, continue to make its ‎its own credit analysis‎analysis, appraisals and decisions in taking or not taking action under this Agreement and the or based upon ‎this ‎Agreement, any other Loan DocumentsDocument 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 ‎‎to the business, prospects, operations, property, financial and other condition and creditworthiness of ‎creditworthiness ‎of the Borrower and the other Loan Parties. The Agent agrees Each Lender and 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 promptly furnish 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 L/C Issuer agrees not to assert a copy claim in ‎contravention of all noticesthe ‎foregoing. Each Lender and L/C Issuer represents and warrants ‎that it is sophisticated with ‎respect to decisions to make, reports acquire and/or hold commercial loans and ‎to provide other documents received by it from facilities ‎set forth herein, as may be applicable to such Lender or L/C Issuer, ‎and either it, or the Borrower; provided that the Agent shall not have any duty or responsibility Person ‎exercising discretion in making its decision to make, acquire and/or hold ‎such commercial loans ‎or to provide any Lender with any credit such other facilities, is experienced in making, acquiring or ‎holding such commercial ‎loans or providing such other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any other Loan Party which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this Agreement.facilities.‎‎

Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that none of the Agent or any of its respective officers, directors, employees, agents, attorneysAgent-in-fact, Subsidiaries or Affiliates Related Persons has made any representations representation or warranties warranty to it it, and that no act by the any Agent hereafter hereinafter taken, including any review of the affairs or Property of the Borrower Obligors and their Subsidiaries or any other Loan PartyAffiliates, shall be deemed to constitute any representation or warranty by the Agent any Agent-Related Person to any Lender. Each Lender represents to the each Agent that it has, independently and without reliance upon the 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, prospects, operations, propertyProperty, financial and other condition and creditworthiness of QSRD and its Subsidiaries, including the Borrower Borrower, and any other Person (other than the Guarantors Lender Group) party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this AgreementAgreement and to extend credit to Borrower. Each Lender also represents that it will, independently and without reliance upon the 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 Agreement and the other Loan Documents, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and any other Person (other than the other Lender Group) party to a Loan PartiesDocument. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports and other documents received expressly herein required to be furnished to the Lender Group by it from the Borrower; provided that the an Agent, no Agent shall not have any duty or responsibility to provide any member of the Lender Group with any credit or other information concerning the business, prospects, operations, propertyProperty, financial and other condition (financial or otherwise), prospects or creditworthiness of QSRD and its Subsidiaries, including the Borrower or Borrower, and any other Person (other than the Lender Group) party to a Loan Party which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates except such as Document that may come into the possession of any of the employees of Agent then having the responsibility for the administration of this AgreementAgent-Related Persons.

Non-Reliance on Agent and Other Lenders. (a) Each Lender expressly acknowledges that none of the Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Agent hereafter taken, including any review of the affairs of the Borrower or any other Loan Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of Borrower, the Borrower Principal and the Guarantors their respective Affiliates and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender further acknowledges and agrees that no Lender or Agent has made any representation or warranty in connection with, and no Lender or Agent assumes any responsibility with respect to (i) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Commitment Letter, the Tri-Party Agreement (as defined in the Loan Commitment Letter), this Agreement, any other Loan Document or any other instrument, document, material or information furnished in connection herewith or therewith, (ii) any statements, warranties or representations made in or in connection with the Loan Commitment Letter, the Tri-Party Agreement, this Agreement, any other Loan Documents or any other instrument, document, material or information furnished in connection herewith or therewith, or (iii) the solvency, financial condition, financial statements or projections of the Borrower, the Principal or any other Person or the performance or observance by the Borrower, the Principal or any other Person of any of its obligations under the Loan Commitment Letter, the Tri-Party Agreement, this Agreement, any other Loan Document, or any other instrument, document, material or information furnished in connection herewith and therewith. Each Lender also represents acknowledges that it will, independently and without reliance upon the any 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 the other Loan Documents, and to make such investigation appraisals and investigations as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Principal, the Borrower and their respective Affiliates, in taking or not taking any action under any Loan Document or otherwise in connection with the other Loan PartiesLoan. The Each Agent agrees promptly to promptly furnish to each Lender a copy copies of all notices, reports financial statements and other certificates, reports, papers, documents and Notices received by it from under the BorrowerLoan Documents in its capacity as Agent; provided that if any Loan Document shall provide for copies of any of the foregoing to be furnished both to the Syndication Agent and to any other Agent or Agents, then only such other Agent(s), and not the Syndication Agent, shall be required to furnish the same to the Lenders. Except as otherwise provided in the immediately preceding sentence and except for financial statements and other certificates, reports, papers, documents and Notices, if any, expressly required to be furnished to the Lenders by any Agent hereunder, no Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of Borrower, the Borrower or any other Loan Party which may otherwise come into the possession of the Agent Principal or any of its officerstheir Affiliates. (a) For purposes of determining compliance with the conditions specified in Article III hereof, directorswith respect to each Loan Advance requested by the Borrower in accordance with the terms hereof, employeeseach Lender that has executed this Agreement or that becomes a Lender after the Closing Date shall be deemed, agentsby execution of this Agreement or by so becoming a Lender, attorneys-in-factas the case may be, Subsidiaries to have consented to, approved, accepted and be satisfied with each document or Affiliates except other matter required thereunder, if any, required to be consented to or approved by or acceptable or satisfactory to such Lender as may come into the possession a condition precedent to such Loan Advance, unless an officer of the employees of Administrative Agent then having the responsibility responsible for the administration transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the applicable Borrowing Date specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Administrative Agent to that effect or such Lender shall not have made available to the Administrative Agent such Lender's ratable portion of this Agreementsuch Loan Advance.

Non-Reliance on Agent and Other Lenders. Each Lender and the Issuing Bank expressly acknowledges that none of neither the Agent or nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates has made any representations or warranties to it and that no act by the Agent hereafter hereinafter taken, including any review of the affairs of the Borrower or and/or any other Loan Partyof its Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent to any LenderLender and the Issuing Bank. Each Lender and the Issuing Bank represents to the Agent that it has, independently and without reliance upon the 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, operations, property, financial and other condition and creditworthiness of the Borrower and the Guarantors its Subsidiaries and made its own decision to make its Loans and participate in Letters of Credit hereunder and enter into this Agreement. Each Lender and the Issuing Bank also represents that it will, independently and without reliance upon the 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 the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Partiesits Subsidiaries. The Agent agrees to promptly furnish to each Lender a copy of all Except for notices, reports and other documents received expressly required to be furnished to the Lenders or the Issuing Bank by it from the Borrower; provided that Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender or the Issuing Bank with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any other Loan Party and its Subsidiaries which may otherwise come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries fact or Affiliates except such as may come into the possession of the employees of Agent then having the responsibility for the administration of this AgreementAffiliates.