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 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 its Subsidiaries and decision to enter into this Agreement and that it will, independently and without reliance upon the 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 Facility Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower of this Agreement or any other 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 Subsidiary. 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 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 Facility Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility Document or any document or instrument referred to herein or therein, to anyone.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the Agent Agent, HSBC 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 its Subsidiaries each Guarantor and the decision to enter into this Agreement and that it will, independently and without reliance upon the Agent 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 Facility 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 Facility 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 Subsidiaryguarantor. 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 Subsidiary Guarantor (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 Facility Loan Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility 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 or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis of the Borrower Co-Borrowers and its Subsidiaries the Guarantors and decision to enter into this Agreement and that it will, independently and without reliance upon the 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 Facility Loan Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower Co-Borrowers or the Guarantors of this Agreement or any other Facility Loan Document or any other document referred to or provided for herein or therein or to inspect the properties or books of the Borrower Co-Borrowers or any Subsidiarythe Guarantors. 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 Co-Borrowers or any Subsidiary the Guarantors (or any of their Affiliatesaffiliates) 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 Facility Loan Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility Document or any document or instrument referred to herein or therein, to anyone.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the Agent Agent, HSBC 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 its Subsidiaries each Guarantor and the decision to enter into this Agreement and that it will, independently and without reliance upon the Agent 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 Facility 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 Facility 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 Subsidiaryguarantor. 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 Subsidiary Guarantor (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 Facility Loan Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility 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 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 or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis of the Borrower Borrower, the Guarantors and its their Subsidiaries and decision to enter into this Agreement and that it will, independently and without reliance upon the 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 Facility Loan Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower or Guarantors of this Agreement or any other Facility Loan Document or any other document referred to or provided for herein or therein or to inspect the properties or books of the Borrower Borrower, the Guarantors or any Subsidiary. 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 the Borrower Borrower, the Guarantors or any Subsidiary (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 Facility Loan Document or any document or instrument referred to herein or therein, for or record or give notice of this Agreement, any other Facility Loan Document or any document or instrument referred to herein or therein, to anyoneany Person.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the Administrative 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 its Subsidiaries and decision to enter into this Agreement and that it willshall, independently and without reliance upon the Administrative 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 Facility DocumentAgreement. The Administrative Agent shall not be required to keep itself informed as to the performance or observance by the Borrower any Obligor of this Agreement or any of the other Facility Document Loan 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 Subsidiaryof its Subsidiaries. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Administrative Agent hereunder, the Administrative 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 Subsidiary of its Subsidiaries (or any of their Affiliates) which that may come into the possession of the Administrative Agent or any of its affiliates. The Agent shall not be required to file this Agreement, any other Facility Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility Document or any document or instrument referred to herein or therein, to anyone.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the Agent Agent, 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 its Subsidiaries each Guarantor and the decision to enter into this Agreement and that it will, independently and without reliance upon the Agent Agent, 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 Facility 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 Facility 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 Subsidiaryguarantor. 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 Subsidiary Guarantor (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 Facility Loan Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility Loan Document or any document or instrument referred to herein or therein, to anyone; provided, however, the Agent shall (1) file the Trademark Assignment with the United States Patent and Trademark Office, and (2) file financing statements (UCC-1) set forth in Section 6.01 herein in the appropriate jurisdictions.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the 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 its Subsidiaries and decision to enter into this Agreement and that it will, independently and without reliance upon the 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 Facility Loan Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower of this Agreement or of the Borrower or any other Facility Credit Party in 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 Subsidiary. 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 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 Facility Loan Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility Loan Document or any document or instrument referred to herein or therein, to anyone.

Non-Reliance on Agent and Other Banks. Each Bank agrees represents that it has, independently and without reliance on the Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of the Borrower financial condition and its Subsidiaries affairs of the Company and decision to enter into this Agreement and the other Loan Documents and agrees that it will, independently and without reliance upon the 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 Facility Loan Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower Company of this Agreement or any other Facility Loan Document or any other document referred to or provided for herein or therein or by any other Person of any agreement or to make inquiry of, or to inspect the properties or books of the Borrower or of, any SubsidiaryPerson. 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 Subsidiary (or any of their Affiliates) Person which may come into the possession of the Agent or any of its affiliates. The Agent Each Bank shall not be required have access to file this Agreementall documents relating to the Agent's performance of its duties hereunder, at such Bank's request. Unless any other Facility Document or any document or instrument referred to herein or therein, for record or give Bank shall object promptly after receiving notice of this Agreementany action taken by the Agent hereunder, any other Facility Document or any document or instrument referred such Bank shall conclusively be presumed to herein or therein, to anyonehave approved the same.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the 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 its Subsidiaries Borrowers and decision to enter into this Agreement and that it will, independently and without reliance upon the 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 Facility Document. The Agent shall not be required to keep itself informed as to the performance or observance by the any Borrower of this Agreement or any other 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 SubsidiaryBorrower. 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 any Borrower or any Subsidiary (or any of their his or its 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 Facility Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility Document or any document or instrument referred to herein or therein, to anyone.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the 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 Borrower, the Guarantors and its their Subsidiaries and decision to enter into this Agreement and that it will, independently and without reliance upon the 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 Facility Loan Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower or Guarantors of this Agreement or any other Facility 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 SubsidiaryGuarantor. 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 the Borrower Borrower, the Guarantors or any Subsidiary (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 Facility Loan Document or any document or instrument referred to herein or therein, for or record or give notice of this Agreement, any other Facility Loan Document or any document or instrument referred to herein or therein, to anyoneany Person.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the 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 its Subsidiaries Obligors and decision to enter into this Agreement and that it will, independently and without reliance upon the 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 Facility Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower Obligors of this Agreement or any other Facility Document 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 SubsidiaryObligor. 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 Subsidiary Obligor (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 Facility Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility Document or any document or instrument referred to herein or therein, to anyone.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the 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 its Subsidiaries and decision to enter into this Agreement and that it will, independently and without reliance upon the 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 Facility DocumentLoan Documents. The Agent shall not be required to keep itself (or any Bank) informed as to the performance or observance by the Borrower of this Agreement or any of the other Facility Document Loan Documents or any other document referred to or provided for herein or therein or to inspect the properties or books of the Borrower or any Subsidiaryother Person. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent hereunderhereunder or under 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 the Borrower or any Subsidiary other Person (or any of their Affiliates) which may come into the possession of the Agent or any of its affiliatesAgent. The Agent shall not be required to file this Agreement, any other Facility Document Borrower and each Bank acknowledges that each Bank designated as a "Documentation Agent" or any document or instrument referred to herein or therein, for record or give notice "Syndication Agent" on the signature pages of this AgreementAgreement shall have no right, any other Facility Document duty or any document responsibility, and shall incur no liability, under this Agreement in its capacity as a "Documentation Agent" or instrument referred to herein or therein, to anyone"Syndication Agent".

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the 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 Borrowers, the Guarantors and its their Subsidiaries and decision to enter into this Agreement and that it will, independently and without reliance upon the 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 Facility Loan Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower Borrowers or Guarantors of this Agreement or any other Facility Loan Document or any other document referred to or provided for herein or therein or to inspect the properties or books of the Borrower Borrowers, the Guarantors or any Subsidiary. 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 the Borrower Borrowers, the Guarantors or any Subsidiary (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 Facility Loan Document or any document or instrument referred to herein or therein, for or record or give notice of this Agreement, any other Facility Loan Document or any document or instrument referred to herein or therein, to anyoneany Person.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the any Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis of the each Borrower and its Subsidiaries and decision to enter into this Agreement and that it will, independently and without reliance upon the any 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 Facility Transaction Document. The No Agent shall not be required to keep itself informed as to the performance or observance by the Borrower Borrowers of -103- 109 this Agreement or any other Facility Transaction Document or any other document referred to or provided for herein or therein or to inspect the properties or books of the any Borrower or any Subsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the such Agent hereunder, the no 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 any Borrower or any Subsidiary (or any of their Affiliates) which may come into the possession of the such Agent or any of its affiliatesAffiliates. The No Agent shall not be required to file this Agreement, any other Facility Transaction Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility Transaction Document or any document or instrument referred to herein or therein, to anyone.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the Agent Agent, 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 its Subsidiaries each Guarantor and the decision to enter into this Agreement and that it will, independently and without reliance upon the Agent Agent, 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 Facility 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 Facility 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 Subsidiaryguarantor. 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 Subsidiary Guarantor (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 Facility Loan Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility Loan Document or any document or instrument referred to herein or therein, to anyone; provided however, the Agent shall (a)-file the Trademark Assignment with the United States Patent and Trademark Office, and (b)-file financing statements (UCC-1) set forth in Section 6.01 hereof in the appropriate jurisdictions.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the 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 its Subsidiaries and decision to enter into this Agreement and that it will, independently and without reliance upon the 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 Facility DocumentLoan Documents. The Agent shall not be required to keep itself (or any Bank) informed as to the performance or observance by the Borrower of this Agreement or any of the other Facility Document Loan Documents or any other document referred to or provided for herein or therein or to inspect the properties or books of the Borrower or any Subsidiaryother Person. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent hereunderhereunder or under 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 the Borrower or any Subsidiary other Person (or any of their Affiliates) which may come into the possession of the Agent. Each Bank acknowledges that each Bank designated as a "Co-Agent", "Documentation Agent", or "Syndication Agent" on the signature pages of this Agreement shall have no right, duty or responsibility, and shall incur no liability, under this Agreement in its capacity as a Co-Agent, Documentation Agent or any of its affiliates. The Agent shall not be required to file this AgreementSyndication Agent, any other Facility Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility Document or any document or instrument referred to herein or therein, to anyoneas the case may be.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the 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 the current and contemplated Subsidiaries of Borrower and its Subsidiaries and own decision to enter into this Agreement and that it will, independently and without reliance upon the 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 Facility Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower of this Agreement or any other 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 Subsidiary. 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 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 Facility Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility Document or any document or instrument referred to herein or therein, to anyone.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the 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 its Subsidiaries and decision to enter into this Agreement and that it will, independently and without reliance upon the 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 Facility Loan Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower of this Agreement or any other Facility 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 Subsidiary. 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 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 Facility Loan Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility Loan Document or any document or instrument referred to herein or therein, to anyone.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the 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 its Subsidiaries the Guarantors and decision to enter into this Agreement and that it will, independently and without reliance upon the 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 Facility Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower of this Agreement or any other 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 Subsidiary, 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 Subsidiary (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 Facility Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility Document or any document or instrument referred to herein or therein, to anyone.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the 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 its Subsidiaries and decision to enter into this Agreement and that it will, independently and without reliance upon the 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 Facility Credit Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower of this Agreement or any of the other Facility 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 Subsidiaryof its Subsidiaries. Except for notices, reports and other 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, CREDIT AGREEMENT ---------------- -107- 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 Subsidiary 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 Facility Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility Document or any document or instrument referred to herein or therein, to anyone.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis and evaluation of the Borrower Borrowers and their respective Subsidiaries and its Subsidiaries and own decision to enter into this Agreement and that it will, independently and without reliance upon on the 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 Facility DocumentAgreement. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower Borrowers or any other Person of this Agreement or any other Facility Credit Document or any other document referred to or provided for herein or therein or to inspect in respect of the properties or books of the Borrower Borrowers or any Subsidiaryother their respective Subsidiaries or any other Person. 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 Subsidiary Borrowers (or any of their respective Subsidiaries or other 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 Facility Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility Document or any document or instrument referred to herein or therein, to anyoneAffiliates.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the 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 its Subsidiaries and decision to enter into this Agreement and that it will, independently and without reliance upon the 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 Facility Credit Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower of this Agreement or any of the other Facility 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 Subsidiaryof 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 Subsidiary 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 Facility Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility Document or any document or instrument referred to herein or therein, to anyone.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the 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 its Subsidiaries and decision to enter into this Agreement and that it will, independently and without reliance upon the 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 Facility Term Loan Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower of this Agreement or any other Facility 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 SubsidiarySubsidiary 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 Subsidiary of the Borrower (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 Facility Term Loan Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility Term Loan Document or any document or instrument referred to herein or therein, to anyone.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the 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 its Subsidiaries and decision to enter into this Agreement and that it will, independently and without reliance upon the 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 Facility DocumentLoan Documents. The Agent shall not be required to keep itself (or any Bank) informed as to the performance or observance by the Borrower of this Agreement or any of the other Facility Document Loan Documents or any other document referred to or provided for herein or therein or to inspect the properties or books of the Borrower or any Subsidiaryother Person. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent hereunderhereunder or under 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 the Borrower or any Subsidiary other Person (or any of their Affiliates) which may come into the possession of the Agent. Each Bank acknowledges that each Bank designated as a "Syndication Agent" or "Documentation Agent" on the signature pages of this Agreement shall have no right, duty or responsibility and shall incur no liability, under this Agreement in its capacity as a Syndication Agent or any of its affiliates. The Agent shall not be required to file this Agreement, any other Facility Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility Document or any document or instrument referred to herein or therein, to anyoneDocumentation Agent.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the Agent Agent, IBJS 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 its Subsidiaries and the decision to enter into this Agreement and that it will, independently and without reliance upon the 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 Facility Related Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower or any other party to the Related Documents of this Agreement or any other Facility Related 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 Subsidiaryother party to the Related Documents. 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 Subsidiary other party to the Related Documents (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 Facility Related Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility Related Document or any document or instrument referred to herein or therein, to anyone.

Non-Reliance on Agent and Other Banks. Each Bank agrees represents that it has, independently and without reliance on the Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of the Borrower financial condition and its Subsidiaries affairs of the Company and decision to enter into this Agreement and the other Loan Documents and agrees that it will, independently and without reliance upon the 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 Facility Loan Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower Company of this Agreement or any other Facility Loan Document or any other document referred to or provided for herein or therein or by any other Person of and agreement or to make enquiry of, or to inspect the properties or books of the Borrower or of, any SubsidiaryPerson. 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 Subsidiary (or any of their Affiliates) Person which may come into the possession of the Agent or any of its affiliates. The Each Bank shall have access to all documents relating to the Agent's performance of its duties hereunder, at such Bank's request. Unless any Bank shall promptly object to any action taken by the Agent hereunder, such Bank shall not conclusively be required presumed to file this Agreement, any other Facility Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility Document or any document or instrument referred to herein or therein, to anyonehave approved the same.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the 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 its Subsidiaries the Guarantors and the decision to enter into this Agreement and that it will, independently and without reliance upon the 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 Facility Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower or the Guarantors of this Agreement or any other Facility Document Document, or any other document referred to or provided for herein or therein therein, or to inspect the properties or books of the Borrower or any Subsidiarythe Guarantors. 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 Subsidiary (or any of their Affiliates) the Guarantors 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 Facility Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility Document or any document or instrument referred to herein or therein, to anyone.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the 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 its Subsidiaries and decision to enter into this Agreement and that it will, independently and without reliance upon the 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 Facility Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower of this Agreement or any other 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 Subsidiary. 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 Subsidiary (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 Facility Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility Document or any document or instrument referred to herein or therein, to anyone.

Non-Reliance on Agent and Other Banks. Each Bank and the Issuing Bank agrees that it has, independently and without reliance on the 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 its Subsidiaries and decision to enter into this Agreement and that it will, independently and without reliance upon the 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 Facility Loan Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower of this Agreement or any other Facility 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 Subsidiary. 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 Subsidiary (or any of their Affiliates) which may come into the possession of the Agent Agent, the Issuing Bank or any of its their affiliates. The Agent shall not be required to file this Agreement, any other Facility Loan Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility Document or any document or instrument referred to herein or therein, to anyone.Loan

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the 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 its Subsidiaries the Guarantors and the decision to enter into this Agreement and that it will, independently and without reliance upon the 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 Facility Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower or the Guarantors of this Agreement or any other Facility Document Document, or any other document referred to or provided for herein or therein therein, or to inspect the properties or books of the Borrower or any Subsidiarythe Guarantors. 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 Subsidiary (or any of their Affiliates) the Guarantors 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 Facility Document or any document or instrument referred to herein or therein, therein for record or give notice of this Agreement, any other Facility Document or any document or instrument referred to herein or therein, to anyone.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the 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 its Subsidiaries the Guarantors and decision to enter into this Agreement and that it will, independently and without reliance upon the 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 Facility Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower of this Agreement or any other 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 Subsidiary. 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 Subsidiary (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 Facility Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility Document or any document or instrument referred to herein or therein, to anyone.

Non-Reliance on Agent and Other Banks. Each Bank agrees that it has, independently and without reliance on the 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 Company and the Company's Subsidiaries and its Subsidiaries and own decision to enter into this Agreement and that it will, independently and without reliance upon the 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 Facility Document. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower Company or the Company's Subsidiaries of this Agreement or any other Facility Document or any other document referred to or provided for herein or therein or to inspect the properties or books of the Borrower Company or any Subsidiary. 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 Company or any 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 the Agent's affiliates. The Agent shall not be required to file this Agreement, any other Facility Document or any document or instrument referred to herein or therein, for record or give notice of this Agreement, any other Facility Document or any document or instrument referred to herein or therein, to anyoneany Person.