Common use of Independent Credit Decisions Clause in Contracts

Independent Credit Decisions. Each Lender agrees that it has independently and without reliance on the Agent, the Issuing Bank or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of the Borrower and decision to enter into this Agreement and that it will, independently and without reliance upon the Agent, the Issuing Bank or any other Lender, and based upon 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 Documents. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower or any Obligated Party of this Agreement or any other Loan Document or to inspect the properties or books of the Borrower or any Obligated Party. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders and the Issuing Bank by the Agent hereunder or under the other Loan Documents, neither the Agent nor the Issuing Bank shall have any duty or responsibility to provide any Lender with any credit or other financial information concerning the affairs, financial condition or business of the Borrower or any Obligated Party (or any of their Affiliates) which may come into the possession of the Agent, the Issuing Bank or any of their Affiliates. Several Commitments. The Commitments and other obligations of the Lenders under this Agreement are several. The default by any Lender in making an Advance in accordance with its Commitment shall not relieve the other Lenders of their obligations under this Agreement. In the event of any default by any Lender in making any Advance, each nondefaulting Lender shall be obligated to make its Advance but shall not be obligated to advance the amount which the defaulting Lender was required to advance hereunder. In no event shall any Lender be required to advance an amount or amounts to the Borrower which shall in the aggregate exceed such Lender's Revolving Credit Commitment. No Lender shall be responsible for any act or omission of any other Lender.

Independent Credit Decisions. Each Bank and the Swing Line Lender agrees expressly acknowledges that neither the Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of either Borrower shall be deemed to constitute any representation or warranty by the Agent to any Bank or the Swing Line Lender. Each of each Bank and the Swing Line Lender represents to the Agent that it has has, independently and without reliance on upon the Agent, or the Issuing Bank Swing Line Lender, or any the other LenderBanks, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of each Borrower and made its own decision to enter into this Agreement Agreement. Each of each Bank and the Swing Line Lender also represents that it will, independently and without reliance upon the Agent, the Issuing Bank Swing Line Lender, or any the other LenderBanks, and based upon on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or any of the other Loan Documents. The Agent shall not be required hereunder, and to keep make such investigation as it deems necessary to inform itself informed as to the performance or observance by the Borrower or any Obligated Party business, operations, property, financial and other condition and creditworthiness of this Agreement or any other Loan Document or to inspect the properties or books of the Borrower or any Obligated Partyeach Borrower. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders and Banks and/or the Issuing Bank Swing Line Lender by the Agent hereunder or under the other Loan Documentshereunder, neither the Agent nor the Issuing Bank shall have any no duty or responsibility to provide any Bank or the Swing Line Lender with any credit or other financial information concerning the affairsbusiness, operations, property, financial and other condition or business creditworthiness of the either Borrower or any Obligated Party (or any of their Affiliates) which may come into the possession of the Agent, the Issuing Bank Agent or any of their its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Several Commitments. The Commitments , provided that the Agent shall supply the Banks and other obligations the Swing Line Lender with a copy of any financial audit of the Lenders under this Agreement are several. The default Borrowers actually received by any Lender in making an Advance in accordance with its Commitment shall not relieve the other Lenders of their obligations under this Agreement. In the event of any default by any Lender in making any Advance, each nondefaulting Lender shall be obligated to make its Advance but shall not be obligated to advance the amount which the defaulting Lender was required to advance hereunder. In no event shall any Lender be required to advance an amount or amounts to the Borrower which shall in the aggregate exceed such Lender's Revolving Credit Commitment. No Lender shall be responsible for any act or omission of any other LenderAgent.

Independent Credit Decisions. Each Lender Bank agrees that it ---------------------------- has independently and without reliance on the Agent, the Issuing Bank Agent or any other LenderBank, and based on such documents and information as it has deemed appropriate, made its own credit analysis of the Borrower and the Guarantors and decision to enter into this Agreement and that it will, independently and without reliance upon the Agent, the Issuing Bank Agent or any other LenderBank, and based upon 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 Documents. The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower or any Obligated Party of this Agreement or any other Loan Document or to inspect the properties or books of the Borrower or any Obligated Party. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders and the Issuing Bank Banks by the Agent hereunder or under the other Loan Documents, neither the Agent nor the Issuing Bank shall not have any duty or responsibility to provide any Lender Bank with any credit or other financial information concerning the affairs, financial condition or business of the Borrower or any Obligated Party (or any of their Affiliates) which may come into the possession of the Agent, the Issuing Bank Agent or any of their its Affiliates. Several CommitmentsWithout in any way limiting the foregoing, the Banks each acknowledge and agree that any and all collateral audits (including the Semiannual Collateral Audits) conducted by the Agent are for the Agent's benefit only. The Commitments and other obligations Although the results of such audits may be provided to the Lenders under this Agreement are several. The default by any Lender in making an Advance in accordance with its Commitment shall not relieve Banks upon request, the other Lenders of their obligations under this Agreement. In the event of any default by any Lender in making any Advance, each nondefaulting Lender shall be obligated to make its Advance but Banks shall not be obligated entitled to advance rely on such audits, and the amount which Agent shall have no liability to any of the defaulting Lender was required Banks for the accuracy, inaccuracy, completeness or incompleteness of such audits, any information obtained as a result thereof or any conclusions drawn or decisions made as a result thereof. Each Bank shall have the right to advance hereunderaccompany the Agent and participate in such audits as provided in Section 9.6. In no event shall any Lender be required to advance an amount or amounts to the Borrower which shall in the aggregate exceed such Lender's Revolving Credit Commitment. No Lender shall be responsible for any act or omission of any other Lender.-----------

Independent Credit Decisions. Each Bank and the Swing Line Lender agrees expressly acknowledges that neither the Agent nor the Documentation Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Agent or the Documentation Agent hereinafter taken, including any review of the affairs of Borrower shall be deemed to constitute any representation or warranty by the Agent or the Documentation Agent to any Bank or the Swing Line Lender. Each Bank and the Swing Line Lender represents to the Agent that it has has, independently and without reliance on upon the Agent or the Documentation Agent, or the Issuing Bank Swing Line Lender, or any the other LenderBanks, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of Borrower and made its own decision to enter into this Agreement Agreement. Each Bank and the Swing Line Lender also represents that it will, independently and without reliance upon the Agent, the Issuing Bank Documentation Agent, the Swing Line Lender, or any the other LenderBanks, and based upon on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or any of the other Loan Documents. The Agent shall not be required hereunder, and to keep make such investigation as it deems necessary to inform itself informed as to the performance or observance by the Borrower or any Obligated Party business, operations, property, financial and other condition and creditworthiness of this Agreement or any other Loan Document or to inspect the properties or books of the Borrower or any Obligated PartyBorrower. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders and Banks and/or the Issuing Bank Swing Line Lender by the Agent hereunder or under the other Loan Documentshereunder, neither the Agent nor the Issuing Bank Documentation Agent shall have any duty or responsibility to provide any Bank or the Swing Line Lender with any credit or other financial information concerning the affairsbusiness, operations, property, financial and other condition or business creditworthiness of the Borrower or any Obligated Party (or any of their Affiliates) which may come into the possession of the Agent, the Issuing Bank Agent or any of their its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Several Commitments. The Commitments , - 104 - provided that the Agent shall supply the Banks and other obligations of the Lenders under this Agreement are several. The default by any Swing Line Lender in making an Advance in accordance with its Commitment shall not relieve the other Lenders of their obligations under this Agreement. In the event a copy of any default financial audit of Borrower actually received by any Lender in making any Advance, each nondefaulting Lender shall be obligated to make its Advance but shall not be obligated to advance the amount which the defaulting Lender was required to advance hereunder. In no event shall any Lender be required to advance an amount or amounts to the Borrower which shall in the aggregate exceed such Lender's Revolving Credit Commitment. No Lender shall be responsible for any act or omission of any other LenderAgent.

Independent Credit Decisions. Each Bank and the Swing Line Lender agrees expressly acknowledges that neither the Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of any Credit Party shall be deemed to constitute any representation or warranty by the Agent to any Bank or the Swing Line Lender. Each Bank and the Swing Line Lender represents to the Agent that it has has, independently and without reliance on upon the Agent, or the Issuing Bank Swing Line Lender, or any the other LenderBanks, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and investigation into the Borrower business, operations, property, financial and other condition and creditworthiness of each Credit Party and made its own decision to enter into this Agreement Agreement. Each Bank and the Swing Line Lender also represents that it will, independently and without reliance upon the Agent, the Issuing Bank Swing Line Lender, or any the other LenderBanks, and based upon on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or any of the other Loan Documents. The Agent shall not be required hereunder, and to keep make such investigation as it deems necessary to inform itself informed as to the performance or observance by the Borrower or any Obligated Party business, operations, property, financial and other condition and creditworthiness of this Agreement or any other Loan Document or to inspect the properties or books of the Borrower or any Obligated each Credit Party. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders and Banks and/or the Issuing Bank Swing Line Lender by the Agent hereunder or under the other Loan Documentshereunder, neither the Agent nor the Issuing Bank shall have any no duty or responsibility to provide any Bank or the Swing Line Lender with any credit or other financial information concerning the affairsbusiness, operations, property, financial and other condition or business creditworthiness of the Borrower or any Obligated Credit Party (or any of their Affiliates) which may come into the possession of the Agent, the Issuing Bank Agent or any of their its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Several Commitments. The Commitments , provided that the Agent shall supply the Banks and other obligations the Swing Line Lender with a copy of any financial audit of the Lenders under this Agreement are several. The default Credit Parties actually received by any Lender in making an Advance in accordance with its Commitment shall not relieve the other Lenders of their obligations under this Agreement. In the event of any default by any Lender in making any Advance, each nondefaulting Lender shall be obligated to make its Advance but shall not be obligated to advance the amount which the defaulting Lender was required to advance hereunder. In no event shall any Lender be required to advance an amount or amounts to the Borrower which shall in the aggregate exceed such Lender's Revolving Credit Commitment. No Lender shall be responsible for any act or omission of any other LenderAgent.

Independent Credit Decisions. Each Lender agrees expressly acknowledges that neither the Agents nor any officers, directors, employees, agents, attorneys-in-fact or Affiliates of the Agents has made any representations or warranties to it and that no act by the Agents hereinafter taken, including any review of the affairs of the Loan Parties and their Subsidiaries, shall be deemed to constitute any representation or warranty by the Agents to any Lender. Each Lender represents to the Agents that it has has, independently and without reliance on upon the Agent, Agents or the Issuing Bank or any other LenderLenders, and based on such documents and information as it has deemed appropriate, made its own credit analysis appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower Loan Parties and their Subsidiaries and made its own decision to enter into this Agreement and Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent, Agents or the Issuing Bank or any other LenderLenders, and based upon on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit analysis, appraisals and decisions in taking or not taking action under this Agreement or any of the other Loan Documents. The Agent shall not be required hereunder, and to keep make such investigation as it deems necessary to inform itself informed as to the performance or observance by the Borrower or any Obligated Party of this Agreement or any business, operations, property, financial and other Loan Document or to inspect the properties or books condition and creditworthiness of the Borrower or any Obligated PartyLoan Parties and their Subsidiaries. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders and the Issuing Bank by the Administrative Agent hereunder or under hereunder, the other Loan Documents, neither the Agent nor the Issuing Bank Agents shall not have any duty or responsibility to provide any Lender with any credit or other financial information concerning the affairsbusiness, operations, property, financial and other condition or business creditworthiness of the Borrower Loan Parties or any Obligated Party (or any of their Affiliates) Subsidiaries which may come into the possession of either of the Agent, the Issuing Bank Agents or any of their Affiliates. Several Commitments. The Commitments and other obligations officers, directors, employees, agents, attorneys-in-fact or Affiliates of the Lenders under this Agreement are several. The default by any Lender in making an Advance in accordance with its Commitment shall not relieve the other Lenders of their obligations under this Agreement. In the event of any default by any Lender in making any Advance, each nondefaulting Lender shall be obligated to make its Advance but shall not be obligated to advance the amount which the defaulting Lender was required to advance hereunder. In no event shall any Lender be required to advance an amount or amounts to the Borrower which shall in the aggregate exceed such Lender's Revolving Credit Commitment. No Lender shall be responsible for any act or omission of any other LenderAgents.