Each Bank Sample Clauses

Each Bank. (a) acknowledges that it has, independently and without reliance on any of the Agents and Arrangers, made its own analysis of the transaction contemplated by, and reached its own decision to enter into, this Agreement and made its own investigation of the financial condition and affairs and its own appraisal of the creditworthiness of each Borrower; and (b) agrees that it shall continue to make its own independent appraisal of the creditworthiness of each Borrower.

Each Bank. (i) agrees that if any LC is to be issued under this Agreement, it will (upon and by its execution and issue in accordance with paragraph (b) above) assume a several obligation to make payment under that LC in the proportion which its Commitment bears to the Total Commitments at close of business on the Drawdown Date for that LC (subject to any adjustments resulting from the application of Clause 7.4 (Fronting of LCs)); and (ii) irrevocably authorises the Agent to prepare and complete any LC in accordance with paragraph (i) above and execute and issue any such LC on its behalf.

Each Bank. (a) acknowledges that it has, independently and without reliance on the Arranger or the Agent, made its own analysis of the transaction contemplated by, and reached its own decision to enter into, this Agreement and made its own investigation of the financial condition and affairs and its own appraisal of the creditworthiness of the Borrower, the Guarantor and any other surety for the Borrower's obligations; and (b) agrees that it shall continue to make its own independent appraisal of the creditworthiness of the Borrower, the Guarantor and any other surety for the Borrower's obligations.

Each Bank. No Bank may participate, assign or sell any of its Credit Exposure (as defined in clause (b) below) except as required by operation of law, in connection with the merger, consolidation or dissolution of any Bank or as otherwise provided in this Section 9.4.

Each Bank without the consent of the Borrower and at no expense to the Borrower, may sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Loans owing to it); provided, however, that (i) such Bank's obligations under this Agreement (including, without limitation, its Commitment) shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the banks or other entities buying participations shall be entitled to benefits of Article II hereof, but only to the extent any of the Sections in such Article would be available to the Bank which sold such participation, and (iv) the Borrower, the Agent and the other Banks shall continue to deal solely and directly with the Bank in connection with such Bank's rights and obligations under this Agreement; provided, further, however, that each Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower and the Guarantors, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement, other than amendments, modifications or waivers with respect to any fees payable hereunder or the amount of principal or the rate of interest payable on, or the dates fixed for any payment of principal of or interest on the Loans or any reimbursement agreement with respect to any Letter of Credit or the release of any Collateral, Auburn Collateral or Burlen Collateral.