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

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the Agent, HSBC or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and each Guarantor and the decision to enter into this Agreement and that it will, independently and without reliance upon the Agent, HSBC or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or any other Loan Document. The Agent shall not be required to keep itself informed as to the performance or observance by Borrower or any Guarantor of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or to inspect the properties or books of Borrower or any guarantor. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairs, financial condition or business of Borrower or any Guarantor (or any of their Affiliates) which may come into the possession of the Agent or any of its Affiliates. The Agent shall not be required to file this Agreement, any other Loan Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Loan Document or any document or instrument referred to herein or therein, to anyone; provided however, the Agent shall (a) file each Trademark Security Agreement with the United States Patent and Trademark Office, and (b) with respect to Borrower and the Restricted Subsidiaries that are parties to a Security Agreement, file financing statements (UCC-1) set forth in Section 6.01 hereof in the state where such Borrower and Restricted Subsidiary is organized.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the Agent, HSBC or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and each Guarantor and the decision to enter into this Agreement and that it will, independently and without reliance upon the Agent, HSBC or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or any other Loan Document. The Agent shall not be required to keep itself informed as to the performance or observance by Borrower or any Guarantor of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or to inspect the properties or books of Borrower or any guarantor. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairs, financial condition or business of Borrower or any Guarantor (or any of their Affiliates) which may come into the possession of the Agent or any of its Affiliates. The Agent shall not be required to file this Agreement, any other Loan Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Loan Document or any document or instrument referred to herein or therein, to anyone; provided however, the Agent shall (a) file each Trademark Security Agreement with the United States Patent and Trademark Office, and (b) with respect to Borrower and the Restricted Subsidiaries that are a parties to a Security Agreement, file financing statements (UCC-1) set forth in Section 6.01 hereof in the state where such Borrower and Restricted Subsidiary is organized.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the Agent, HSBC Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower the Borrower, the Guarantors and each Guarantor their Subsidiaries and the decision to enter into this Agreement and that it will, independently and without reliance upon the Agent, HSBC Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or any other Loan Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower or any Guarantor Guarantors of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or to inspect the properties or books of Borrower the Borrower, the Guarantors or any guarantorSubsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent hereunder, the Agent shall not have any duty or responsibility to any other Bank to provide any Bank with any credit or other information concerning the affairs, financial condition or business of Borrower the Borrower, the Guarantors or any Guarantor Subsidiary (or any of their Affiliates) which may come into the possession of the Agent or any of its Affiliates. The Agent shall not be required to file this Agreement, any other Loan Document or any document or instrument referred to herein or therein, for or record or give notice of this Agreement, any other Loan Document or any document or instrument referred to herein or therein, to anyone; provided however, the Agent shall (a) file each Trademark Security Agreement with the United States Patent and Trademark Office, and (b) with respect to Borrower and the Restricted Subsidiaries that are parties to a Security Agreement, file financing statements (UCC-1) set forth in Section 6.01 hereof in the state where such Borrower and Restricted Subsidiary is organizedany Person.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the Agent, HSBC Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower the Obligors and each Guarantor and the decision to enter into this Agreement and that it will, independently and without reliance upon the Agent, HSBC Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or any other Loan Facility Document. The Agent shall not be required to keep itself informed as to the performance or observance by Borrower or any Guarantor the Obligors of this Agreement or any other Loan Facility Document or any other document referred to or provided for herein or therein or to inspect the properties Properties or books of Borrower or any guarantorObligor. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairs, financial condition or business of Borrower or any Guarantor Obligor (or any of their Affiliates) which may come into the possession of the Agent or any of its Affiliatesaffiliates. The Agent shall not be required to file this Agreement, any other Loan Facility Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Loan Facility Document or any document or instrument referred to herein or therein, to anyone; provided however, the Agent shall (a) file each Trademark Security Agreement with the United States Patent and Trademark Office, and (b) with respect to Borrower and the Restricted Subsidiaries that are parties to a Security Agreement, file financing statements (UCC-1) set forth in Section 6.01 hereof in the state where such Borrower and Restricted Subsidiary is organized.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the Agent, HSBC Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower the Borrower, the Guarantors and each Guarantor their Subsidiaries and the decision to enter into this Agreement and that it will, independently and without reliance upon the Agent, HSBC Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or any other Loan Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower or any Guarantor Guarantors of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or to inspect the properties or books of the Borrower, the Guarantors or any Subsidiary of the Borrower or any guarantorGuarantor. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent hereunder, the Agent shall not have any duty or responsibility to any other Bank to provide any Bank with any credit or other information concerning the affairs, financial condition or business of Borrower the Borrower, the Guarantors or any Guarantor Subsidiary (or any of their Affiliates) which may come into the possession of the Agent or any of its Affiliates. The Agent shall not be required to file this Agreement, any other Loan Document or any document or instrument referred to herein or therein, for or record or give notice of this Agreement, any other Loan Document or any document or instrument referred to herein or therein, to anyone; provided however, the Agent shall (a) file each Trademark Security Agreement with the United States Patent and Trademark Office, and (b) with respect to Borrower and the Restricted Subsidiaries that are parties to a Security Agreement, file financing statements (UCC-1) set forth in Section 6.01 hereof in the state where such Borrower and Restricted Subsidiary is organizedany Person.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the Agent, HSBC Chase or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis of the Borrower and each Guarantor and the decision to enter into this Agreement and that it will, independently and without reliance upon the Agent, HSBC Chase or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or any other Loan Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower or any Guarantor of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or to inspect the properties or books of the Borrower or any guarantor. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairs, financial condition or business of the Borrower or any Guarantor (or any of their Affiliates) which may come into the possession of the Agent or any of its Affiliates. The Agent shall not be required to file this Agreement, any other Loan Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Loan Document or any document or instrument referred to herein or therein, to anyone; provided provided, however, the Agent shall (a1) file each the Trademark Security Agreement Assignment with the United States Patent and Trademark Office, and (b2) with respect to Borrower and the Restricted Subsidiaries that are parties to a Security Agreement, file financing statements (UCC-1) set forth in Section 6.01 hereof herein in the state where such Borrower and Restricted Subsidiary is organizedappropriate jurisdictions.

Non-Reliance on Agent and Other Banks. Each Bank agrees represents that it has, independently and without reliance on the Agent, HSBC Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower the financial condition and each Guarantor affairs of the Borrowers and the decision to enter into this Agreement and the other Loan Documents and agrees that it will, independently and without reliance upon the Agent, HSBC Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis appraisals and decisions in taking or not taking action under this Agreement or any other Loan Document. The Agent shall not be required to keep itself informed as to the performance or observance by Borrower or any Guarantor the Borrowers of this Agreement or any Agreement, the other Loan Document Documents or any other document referred to or provided for herein or therein or by any other Person of any other agreement or to make inquiry of, or to inspect the properties or books of Borrower or of, any guarantorPerson. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairs, financial condition or business of Borrower or any Guarantor (or any of their Affiliates) person which may come into the possession of the Agent or any of its Affiliatesaffiliates. The Agent Each Bank shall not be required have access to file this Agreement, all documents relating to the Agent's performance of its duties hereunder at such Bank's request. Unless any other Loan Document or Bank shall promptly object to any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Loan Document or any document or instrument referred to herein or therein, to anyone; provided however, action taken by the Agent hereunder (other than actions to which the provisions of 14.8 are applicable and other than actions which constitute gross negligence or willful misconduct by the Agent), such Bank shall (a) file each Trademark Security Agreement with conclusively be presumed to have approved the United States Patent and Trademark Office, and (b) with respect to Borrower and the Restricted Subsidiaries that are parties to a Security Agreement, file financing statements (UCC-1) set forth in Section 6.01 hereof in the state where such Borrower and Restricted Subsidiary is organizedsame.

Non-Reliance on Agent and Other Banks. Each Bank agrees represents that it has, independently and without reliance on the Agent, HSBC Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower the financial condition and each Guarantor affairs of the Borrowers and the decision to enter into this Agreement and the other Loan Documents and agrees that it will, independently and without reliance upon the Agent, HSBC Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis appraisals and decisions in taking or not taking action under this Agreement or any other Loan Document. The Agent shall not be required to keep itself informed as to the performance or observance by Borrower or any Guarantor the Borrowers of this Agreement or any Agreement, the other Loan Document Documents or any other document referred to or provided for herein or therein or by any other Person of any other agreement or to make inquiry of, or to inspect the properties or books of Borrower or of, any guarantorPerson. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairs, financial condition or business of Borrower or any Guarantor (or any of their Affiliates) person which may come into the possession of the Agent or any of its Affiliatesaffiliates. The Agent Each Bank shall not be required have access to file this Agreement, all documents relating to the Agent's performance of its duties hereunder at such Bank's request. Unless any other Loan Document or Bank shall promptly object to any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Loan Document or any document or instrument referred to herein or therein, to anyone; provided however, action taken by the Agent hereunder (other than actions to which the provisions of Section 14.8 are applicable and other than actions which constitute gross negligence or willful misconduct by the Agent), such Bank shall (a) file each Trademark Security Agreement with conclusively be presumed to have approved the United States Patent and Trademark Office, and (b) with respect to Borrower and the Restricted Subsidiaries that are parties to a Security Agreement, file financing statements (UCC-1) set forth in Section 6.01 hereof in the state where such Borrower and Restricted Subsidiary is organizedsame.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the Agent, HSBC Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower the Borrowers, the Guarantors and each Guarantor their Subsidiaries and the decision to enter into this Agreement and that it will, independently and without reliance upon the Agent, HSBC Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or any other Loan Document. The Agent shall not be required to keep itself informed as to the performance or observance by Borrower the Borrowers or any Guarantor Guarantors of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or to inspect the properties or books of Borrower the Borrowers, the Guarantors or any guarantorSubsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent hereunder, the Agent shall not have any duty or responsibility to any other Bank to provide any Bank with any credit or other information concerning the affairs, financial condition or business of Borrower the Borrowers, the Guarantors or any Guarantor Subsidiary (or any of their Affiliates) which may come into the possession of the Agent or any of its Affiliates. The Agent shall not be required to file this Agreement, any other Loan Document or any document or instrument referred to herein or therein, for or record or give notice of this Agreement, any other Loan Document or any document or instrument referred to herein or therein, to anyone; provided however, the Agent shall (a) file each Trademark Security Agreement with the United States Patent and Trademark Office, and (b) with respect to Borrower and the Restricted Subsidiaries that are parties to a Security Agreement, file financing statements (UCC-1) set forth in Section 6.01 hereof in the state where such Borrower and Restricted Subsidiary is organizedany Person.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the Agent, HSBC Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis of the Borrower and each Guarantor its Subsidiaries and the decision to enter into this Agreement and that it will, independently and without reliance upon the Agent, HSBC Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or any other Term Loan Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower or any Guarantor of this Agreement or any other Term Loan Document or any other document referred to or provided for herein or therein or to inspect the properties or books of the Borrower or any guarantorSubsidiary of the Borrower. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairs, financial condition or business of the Borrower or any Guarantor Subsidiary of the Borrower (or any of their Affiliates) which may come into the possession of the Agent or any of its Affiliatesaffiliates. The Agent shall not be required to file this Agreement, any other Term Loan Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Term Loan Document or any document or instrument referred to herein or therein, to anyone; provided however, the Agent shall (a) file each Trademark Security Agreement with the United States Patent and Trademark Office, and (b) with respect to Borrower and the Restricted Subsidiaries that are parties to a Security Agreement, file financing statements (UCC-1) set forth in Section 6.01 hereof in the state where such Borrower and Restricted Subsidiary is organized.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it hashas ------------------------------------- received current financial information with respect to the Borrower, its Subsidiaries, the Foreign Affiliates and the other Parties and that it has independently and without reliance on the Agent, HSBC Agent or any other Bank, Bank and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and each Guarantor the Borrower, its Subsidiaries, the Foreign Affiliates and the other Parties and decision to enter into this Agreement and that it will, independently and without reliance upon the Agent, HSBC Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or any of the other Loan DocumentDocuments. The Agent shall not be required to keep itself informed as to the performance or observance by Borrower or Borrower, any Guarantor of this Agreement Subsidiary, any Foreign Affiliate or any other Party of this Agreement, the Letters of Credit or any of the other Loan Document Documents or any other document referred to or provided for herein or therein or to inspect the properties or books of Borrower the Borrower, any Subsidiary, any Foreign Affiliate or any guarantorother Party. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent hereunderAgent, under the Letters of Credit or the other Loan Documents, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairs, financial condition or business of Borrower the Borrower, any Subsidiary, any Foreign Affiliate or any Guarantor other Party (or any of their Affiliates) which may come into the possession of the Agent or any of its Affiliates. The Agent shall not be required to file this Agreement, any other Loan Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Loan Document or any document or instrument referred to herein or therein, to anyone; provided however, the Agent shall (a) file each Trademark Security Agreement with the United States Patent and Trademark Office, and (b) with respect to Borrower and the Restricted Subsidiaries that are parties to a Security Agreement, file financing statements (UCC-1) set forth in Section 6.01 hereof in the state where such Borrower and Restricted Subsidiary is organizedAgent.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the Agent, HSBC Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis of the Borrower and each Guarantor the Guarantors and the decision to enter into this Agreement and that it will, independently and without reliance upon the Agent, HSBC Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or any other Loan Facility Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower or any Guarantor of this Agreement or any other Loan Facility Document or any other document referred to or provided for herein or therein or to inspect the properties or books of the Borrower or any guarantorSubsidiary, except as provided herein. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairs, financial condition or business of the Borrower or any Guarantor Subsidiary (or any of their Affiliates) which may come into the possession of the Agent or any of its Affiliates. The Agent shall not be required to file this Agreement, any other Loan Facility Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Loan Facility Document or any document or instrument referred to herein or therein, to anyone; provided however. The Banks acknowledge that, from time to time, the Agent Borrower or its Subsidiaries have obtained or participated in mortgages or contractual arrangements involving certain of the Banks and nothing herein shall (a) file each Trademark Security Agreement prohibit or limit the ability of the Borrower or any of its Subsidiaries to obtain or participate in mortgages or enter into the contractual arrangements with the United States Patent and Trademark Office, and (b) with respect to Borrower and the Restricted Subsidiaries that are parties to a Security Agreement, file financing statements (UCC-1) set forth in Section 6.01 hereof any Bank in the state where such Borrower and Restricted Subsidiary is organizedfuture.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the Agent, HSBC Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and each Guarantor the Company and the Company's Subsidiaries and its own decision to enter into this Agreement and that it will, independently and without reliance upon the Agent, HSBC Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis analyses and decisions in taking or not taking action under this Agreement or any other Loan Facility Document. The Agent shall not be required to keep itself informed as to the performance or observance by Borrower the Company or any Guarantor the Company's Subsidiaries of this Agreement or any other Loan Facility Document or any other document referred to or provided for herein or therein or to inspect the properties or books of Borrower the Company or any guarantorSubsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairs, financial condition or business of Borrower the Company or any Guarantor Subsidiary (or any of their the Company's or any Subsidiary's Affiliates) which may come into the possession of the Agent or any of its Affiliatesthe Agent's affiliates. The Agent shall not be required to file this Agreement, any other Loan Facility Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Loan Facility Document or any document or instrument referred to herein or therein, to anyone; provided however, the Agent shall (a) file each Trademark Security Agreement with the United States Patent and Trademark Office, and (b) with respect to Borrower and the Restricted Subsidiaries that are parties to a Security Agreement, file financing statements (UCC-1) set forth in Section 6.01 hereof in the state where such Borrower and Restricted Subsidiary is organizedany Person.

Non-Reliance on Agent and Other Banks. Non- Reliance on Agent and Other Banks"}. Each Bank agrees that it has, independently and without reliance on the Agent, HSBC Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and each Guarantor the Company and the Company's Subsidiaries and its own decision to enter into this Agreement and that it will, independently and without reliance upon the Agent, HSBC Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis analyses and decisions in taking or not taking action under this Agreement or any other Loan Facility Document. The Agent shall not be required to keep itself informed as to the performance or observance by Borrower the Company or any Guarantor the Company's Subsidiaries of this Agreement or any other Loan Facility Document or any other document referred to or provided for herein or therein or to inspect the properties or books of Borrower the Company or any guarantorSubsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairs, financial condition or business of Borrower the Company or any Guarantor Subsidiary (or any of their the Company's or any Subsidiary's Affiliates) which may come into the possession of the Agent or any of its Affiliatesthe Agent's affiliates. The Agent shall not be required to file this Agreement, any other Loan Facility Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Loan Facility Document or any document or instrument referred to herein or therein, to anyone; provided however, the Agent shall (a) file each Trademark Security Agreement with the United States Patent and Trademark Office, and (b) with respect to Borrower and the Restricted Subsidiaries that are parties to a Security Agreement, file financing statements (UCC-1) set forth in Section 6.01 hereof in the state where such Borrower and Restricted Subsidiary is organizedany Person.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the Agent, HSBC Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower the Borrowers and each Guarantor their respective Subsidiaries and the decision to enter into this Agreement and that it will, independently and without reliance upon the Agent, HSBC Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or any other Loan Facility Document. The Agent shall not be required to keep itself informed as to the performance or observance by Borrower or any Guarantor the Borrowers of this Agreement or any other Loan Facility Document or any other document referred to or provided for herein or therein or to inspect the properties or books of Borrower the Borrowers or any guarantorof their respective Subsidiaries. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairs, financial condition or business of Borrower the Borrowers or any Guarantor of their respective Subsidiaries (or any of their Affiliates) which may come into the possession of the Agent or any of its Affiliatesaffiliates. Each Bank may inform the Agent if it has good reason to believe that any Borrower is not in compliance with the terms of this Agreement or wishes to advise the Agent as to facts which come to its knowledge relating to the business or affairs of the Borrowers. The Agent shall not be required to file this Agreement, any other Loan Facility Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Loan Facility Document or any document or instrument referred to herein or therein, to anyone; provided however, the Agent shall (a) file each Trademark Security Agreement with the United States Patent and Trademark Office, and (b) with respect to Borrower and the Restricted Subsidiaries that are parties to a Security Agreement, file financing statements (UCC-1) set forth in Section 6.01 hereof in the state where such Borrower and Restricted Subsidiary is organized.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the Agent, HSBC Chase or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and each Guarantor and the decision to enter into this Agreement and that it will, independently and without reliance upon the Agent, HSBC Chase or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or any other Loan Document. The Agent shall not be required to keep itself informed as to the performance or observance by Borrower or any Guarantor of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or to inspect the properties or books of Borrower or any guarantor. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairs, financial condition or business of Borrower or any Guarantor (or any of their Affiliates) which may come into the possession of the Agent or any of its Affiliates. The Agent shall not be required to file this Agreement, any other Loan Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Loan Document or any document or instrument referred to herein or therein, to anyone; provided however, the Agent shall (a) file each a)-file the Trademark Security Agreement Assignment with the United States Patent and Trademark Office, and (b) with respect to Borrower and the Restricted Subsidiaries that are parties to a Security Agreement, file b)-file financing statements (UCC-1) set forth in Section 6.01 hereof in the state where such Borrower and Restricted Subsidiary is organizedappropriate jurisdictions.

Non-Reliance on Agent and Other Banks. Each Bank agrees represents that it has, independently and without reliance on the Agent, HSBC Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of Borrower the financial condition and each Guarantor affairs of the Borrowers and the decision to enter into this Agreement and the other Loan Documents and agrees that it will, independently and without reliance upon the Agent, HSBC Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis appraisals and decisions in taking or not taking action under this Agreement or any other Loan Document. The Agent shall not be required to keep itself informed as to the performance or observance by Borrower or any Guarantor the Borrowers of this Agreement or any Agreement, the other Loan Document Documents or any other document referred to or provided for herein or therein or by any other Person of any other agreement or to make inquiry of, or to inspect the properties or books of Borrower or of, any guarantorPerson. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairs, financial condition or business of Borrower or any Guarantor (or any of their Affiliates) person which may come into the possession of the Agent or any of its Affiliatesaffiliates. The Agent Each Bank shall not be required have access to file this Agreement, all documents relating to the Agent's performance of its duties hereunder at such Bank's request. Unless any other Loan Document or Bank shall promptly object to any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Loan Document or any document or instrument referred to herein or therein, to anyone; provided however, action taken by the Agent hereunder (other than actions to which the provisions of 15.8 are applicable and other than actions which constitute gross negligence or willful misconduct by the Agent), such Bank shall (a) file each Trademark Security Agreement with conclusively be presumed to have approved the United States Patent and Trademark Office, and (b) with respect to Borrower and the Restricted Subsidiaries that are parties to a Security Agreement, file financing statements (UCC-1) set forth in Section 6.01 hereof in the state where such Borrower and Restricted Subsidiary is organizedsame.

Non-Reliance on Agent and Other Banks. Each Bank and the Issuing Bank agrees that it has, independently and without reliance on the Agent, HSBC Agent or any other Bank or the Issuing Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis of the Borrower and each Guarantor its Subsidiaries and the decision to enter into this Agreement and that it will, independently and without reliance upon the Agent, HSBC Agent or any other Bank or the Issuing Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or any other Loan Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower or any Guarantor of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or to inspect the properties or books of the Borrower or any guarantorSubsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent or Issuing Bank hereunder, the Agent and Issuing Bank shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairs, financial condition or business of the Borrower or any Guarantor Subsidiary (or any of their Affiliates) which may come into the possession of the Agent Agent, the Issuing Bank or any of its Affiliatestheir affiliates. The Agent shall not be required to file this Agreement, any other Loan Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Loan Document or any document or instrument referred to herein or therein, to anyone; provided however, the Agent shall (a) file each Trademark Security Agreement with the United States Patent and Trademark Office, and (b) with respect to Borrower and the Restricted Subsidiaries that are parties to a Security Agreement, file financing statements (UCC-1) set forth in Section 6.01 hereof in the state where such Borrower and Restricted Subsidiary is organized.Loan

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the Agent, HSBC Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis of the Borrower and each Guarantor its Subsidiaries and the decision to enter into this Agreement and that it will, independently and without reliance upon the Agent, HSBC Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Credit Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower or any Guarantor of this Agreement or any of the other Loan Document Credit Documents or any other document referred to or provided for herein or therein or to inspect the properties Properties or books of the Borrower or any guarantorof its Subsidiaries. Except for notices, reports and other CREDIT AGREEMENT documents and information expressly required to be furnished to the Banks by the Agent hereunderhereunder or under the Security Documents or delivered to the Agent with the intent that such notices, reports and other documents and information shall be distributed to the Banks pursuant to the terms hereof, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairs, financial condition or business of the Borrower or any Guarantor of its Subsidiaries (or any of their Affiliatesits affiliates) which that may come into the possession of the Agent or any of its Affiliates. The Agent shall not be required to file this Agreement, any other Loan Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Loan Document or any document or instrument referred to herein or therein, to anyone; provided however, the Agent shall (a) file each Trademark Security Agreement with the United States Patent and Trademark Office, and (b) with respect to Borrower and the Restricted Subsidiaries that are parties to a Security Agreement, file financing statements (UCC-1) set forth in Section 6.01 hereof in the state where such Borrower and Restricted Subsidiary is organizedaffiliates.