Common use of Lack of Reliance on Agent and Resignation Clause in Contracts

Lack of Reliance on Agent and Resignation. Independently and without reliance upon Agent or any other Lender, each Lender has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of each Loan Party in connection with the making and the continuance of the Advances hereunder and the taking or not taking of any action in connection herewith, and (ii) its own appraisal of the creditworthiness of each Loan Party. Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before making of the Advances or at any time or times thereafter except as shall be provided by any Loan Party pursuant to the terms hereof. Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any Other Document, or of the financial condition of any Loan Party, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Note, the Other Documents or the financial condition of Loan Party, or the existence of any Event of Default or any Default. Agent (a) may resign on sixty (60) days’ written notice (or such shorter notice period as the Required Lenders then permit) to each of Term B Agent, Lenders and Borrowing Agent and (b) must resign effective upon the consummation of an assignment by PNC of all of its interests as a Lender to Term B Lenders pursuant to the exercise by Term B Lenders of a “buy-out” option, and upon such resignation in either event, Required Lenders will promptly designate a successor Agent, provided that, in the absence of an Event of Default, such successor Agent shall be reasonably satisfactory to Borrowers. Any resignation by PNC as Agent pursuant to this Section 14.3 shall also constitute its resignation as Swingline Lender.

Lack of Reliance on Agent and Resignation. Independently and without reliance upon Agent or any other Lender, each Lender has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of each Loan Party and each Guarantor in connection with the making and the continuance of the Advances hereunder and the taking or not taking of any action in connection herewith, and (ii) its own appraisal of the creditworthiness of each Loan Party. Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before making of the Advances or at any time or times thereafter except as shall be provided by any Loan Party pursuant to the terms hereof. Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any Other Document, or of the financial condition of any Loan Party, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Note, the Other Documents or the financial condition of any Loan Party, or the existence of any Event of Default or any Default. Agent (a) may resign on sixty (60) days’ written notice (or such shorter notice period as the Required Lenders then permit) to each of Term B Agent, Lenders and Borrowing Agent and (b) must resign effective upon the consummation of an assignment by PNC of all of its interests as a Lender to Term B Lenders pursuant to the exercise by Term B Lenders of a “buy-out” option, and upon such resignation in either eventresignation, the Required Lenders will promptly designate a successor Agent, provided that, in the absence of an Event of Default, such successor Agent shall be reasonably satisfactory to Borrowers. Any resignation by PNC as Agent ; provided that if the Subordinated Lender exercises it option pursuant to this Section 14.3 shall also constitute its 24 of the Intercreditor Agreement to purchase all of the Obligations from Lenders, then Agent may resign by written notice to each of Lenders and Borrowing Agent, such resignation as Swingline Lenderto become effective immediately upon the closing of the purchase of the Obligations by the Subordinated Lender and upon such resignation, the Subordinated Lender will have the right to designate a successor Agent.

Lack of Reliance on Agent and Resignation. (a) Independently and without reliance upon Agent or any other Lender, each Lender has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of each Loan Party Borrower in connection with the making and the continuance of the Advances hereunder and the taking or not taking of any action in connection herewith, and (ii) its own appraisal of the creditworthiness of each Loan PartyBorrower. Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before making of the Advances or at any time or times thereafter except as shall be provided by any Loan Party Borrower pursuant to the terms hereof. Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any Other Documentof the Loan Documents, or of the financial condition of any Loan PartyBorrower, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the NoteNotes, the Other Documents or the financial condition of Loan Partyany Borrower, or the existence of any Event of Default or any Default. . (b) Agent (a) may resign (unless Agent is the only Lender) on sixty (60) days’ days written notice (or such shorter notice period as the Required Lenders then permit) to each of Term B Agent, Lenders and the Borrowing Agent and (b) must resign effective upon the consummation of an assignment by PNC of all of its interests as a Lender to Term B Lenders pursuant to the exercise by Term B Lenders of a “buy-out” option, and upon such resignation in either eventresignation, the Required Lenders will promptly designate a successor Agent, provided that, in the absence of an Event of Default, such successor Agent shall be reasonably satisfactory to Borrowers. Any resignation by PNC such successor Agent shall succeed to the rights, powers and duties of Agent, and the term "Agent" shall mean such successor agent effective upon its appointment, and the former Agent's rights, powers and duties as Agent pursuant to shall be terminated, without any other or further act or deed on the part of such former Agent. After any Agent's resignation as Agent, the provisions of this Section 14.3 14 shall also constitute inure to its resignation benefit as Swingline Lenderto any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Lack of Reliance on Agent and Resignation. Independently and without reliance upon Agent or any other LenderSecured Party, each Lender Secured Party has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of each Loan Credit Party in connection with the making and the continuance of the Advances hereunder and the taking or not taking of any action in connection herewith, and (ii) its own appraisal of the creditworthiness of each Loan Credit Party. Agent shall have has no duty or responsibility, either initially or on a continuing basis, to provide any Lender Secured Party with any credit or other information with respect thereto, whether coming into its possession before making of the Advances or at any time or times thereafter except as shall be provided by any Loan Party the Credit Parties pursuant to the terms hereof. Agent shall not be responsible to any Lender Secured Party for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectibilitycollectability or sufficiency of this Agreement or any Other other Loan Document, or of the financial condition of any Loan Credit Party, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, Agreement or the Note, the Other other Loan Documents or the financial condition of Loan any Credit Party, or the existence of any Event of Default or any Default. Agent (a) may resign on sixty (60) days’ written notice (or such shorter notice period as the Required Lenders then permit) to each of Term B Agent, Lenders and Borrowing Agent and (b) must resign effective upon the consummation of an assignment by PNC of all of its interests as a Lender to Term B Lenders pursuant to the exercise by Term B Lenders of a “buy-out” option, and upon such resignation in either eventresignation, the Required Lenders will promptly designate a successor Agent, Agent reasonably satisfactory to Borrowers: provided that, in the absence that no consent or approval of an Borrowers will be required hereunder if a Default or Event of Default, Default has occurred and is continuing at the time of such designation. Any such successor Agent shall be reasonably satisfactory succeed to Borrowers. Any resignation by PNC the rights, powers and duties of Agent, and the term “Agent” means such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent pursuant to this Section 14.3 shall also constitute its be terminated, without any other or further act or deed on the part of such former Agent. After any Agent’s resignation as Swingline LenderAgent, the provisions of this Article XIV shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Lack of Reliance on Agent and Resignation. (i) Independently and without reliance upon Agent or any other Lender, each Lender has made and shall continue to make make: (iA) its own independent investigation of the financial condition and affairs of each Loan Party Borrower in connection with the making and the continuance of the Advances Loans hereunder and the taking or not taking of any action in connection herewith, and (iiB) its own appraisal of the creditworthiness of each Loan PartyBorrower. Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before making of the Advances Loans or at any time or times thereafter except as shall be provided by any Loan Party Borrower pursuant to the terms hereof. Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement or any Other DocumentAgreement, or of the financial condition of any Loan PartyBorrower, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the NoteNotes, the Other Documents Agreements or the financial condition of Loan PartyBorrower, or the existence of any Event of Default or any Default. . (ii) Agent (a) may resign on sixty (60) days’ written notice (or such shorter notice period as the Required Lenders then permit) to each of Term B Agent, Lenders and Borrowing Agent and (b) must resign effective upon the consummation of an assignment by PNC of all of its interests as a Lender to Term B Lenders pursuant to the exercise by Term B Lenders of a “buy-out” option, Borrower and upon such resignation in either eventresignation, the Required Lenders will promptly designate a successor Agent, provided that, in the absence of an Event of Default, Agent reasonably satisfactory to Borrower. (iii) Any such successor Agent shall be reasonably satisfactory succeed to Borrowers. Any resignation by PNC the rights, powers and duties of Agent, and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent pursuant to this Section 14.3 shall also constitute its be terminated, without any other or further act or deed on the part of such former Agent. After any Agent’s resignation as Swingline LenderAgent, the provisions of this paragraph 19, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Lack of Reliance on Agent and Resignation. (a) Independently and without reliance upon Agent or any other Lender, each Lender has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of each Loan Party Borrower in connection with the making and the continuance of the Advances hereunder and the taking or not taking of any action in connection herewith, and (ii) its own appraisal of the creditworthiness of each Loan PartyBorrower. Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before making of the Advances or at any time or times thereafter except as shall be provided by any Loan Party Borrower pursuant to the terms hereof. Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any Other Documentof the Loan Documents, or of the financial condition of any Loan PartyBorrower, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the NoteNotes, the Other Documents or the financial condition of Loan PartyBorrower, or the existence of any Event of Default or any Default. . (b) Agent (a) may resign on sixty (60) days’ days written notice (or such shorter notice period as the Required Lenders then permit) to each of Term B Agent, Lenders and Borrowing Agent and (b) must resign effective upon the consummation of an assignment by PNC of all of its interests as a Lender to Term B Lenders pursuant to the exercise by Term B Lenders of a “buy-out” option, Borrower and upon such resignation in either eventresignation, the Required Lenders will promptly designate a successor Agent, provided that, in the absence of an Event of Default, Agent reasonably satisfactory to Borrower. Any such successor Agent shall be reasonably satisfactory succeed to Borrowers. Any resignation by PNC the rights, powers and duties of Agent, and the term "Agent" shall mean such successor agent effective upon its appointment, and the former Agent's rights, powers and duties as Agent pursuant to shall be terminated, without any other or further act or deed on the part of such former Agent. After any Agent's resignation as Agent, the provisions of this Section 14.3 14 shall also constitute inure to its resignation benefit as Swingline Lenderto any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Lack of Reliance on Agent and Resignation. Independently and without reliance upon Agent or any other LenderAgent, each other Lender Party has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of each Loan Party Borrower in connection with the making and the continuance carrying of the Advances hereunder or any other Obligations and the taking or not taking of any action in connection herewith, and (ii) its own appraisal of the creditworthiness of each Loan PartyBorrower. Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender Party with any credit or other information with respect thereto, whether coming into its possession before the making of the Advances or at any time or times thereafter except as shall be provided by any Loan Party Borrower pursuant to the terms hereof. Agent shall not be responsible to any Lender Party for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any Other Document, or of for the financial condition of any Loan PartyBorrower, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the NoteNotes, the Other Documents or the financial condition of Loan Partyany Borrower, or the existence of any Event of Default or any Default. Agent (a) may resign on sixty thirty (6030) days’ ' written notice (or such shorter notice period as the Required Lenders then permit) to each of Term B Agentthe Lenders and, Lenders and Borrowing Agent and (b) must resign effective upon the consummation of an assignment by PNC of all of its interests as a Lender to Term B Lenders pursuant to the exercise by Term B Lenders of a “buy-out” option, and upon such resignation in either eventresignation, the Required Lenders will promptly designate a successor Agent. If no such successor Agent is appointed at the end of such thirty (30) day period, provided that, in Agent may designate one of the absence of an Event of Default, existing Lenders as a successor Agent. Any such successor Agent shall be reasonably satisfactory succeed to Borrowers. Any resignation by PNC the rights, powers and duties of Agent, and the term "Agent" shall mean such successor Agent effective upon its appointment, and the former Agent's rights, powers and duties as Agent pursuant to this Section 14.3 shall also constitute its be terminated, without any other or further act or deed on the part of such former Agent. After any Agent's resignation as Swingline LenderAgent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Lack of Reliance on Agent and Resignation. Independently and without reliance upon Agent or any other Lender, each Lender has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of each Loan Party Borrower in connection with the making of the Term Loan and the continuance of the Protective Advances hereunder and the taking or not taking of any action in connection herewith, and (ii) its own appraisal of the creditworthiness of each Loan PartyBorrower. Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Term Loan or the Protective Advances or at any time or times thereafter except as shall be provided by any Loan Party Borrower pursuant to the terms hereof. Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement or any Other Document, or of the financial condition of any Loan PartyBorrower, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the each Term Note, the Other Documents or the financial condition of Loan Partyany Borrower, or the existence of any Event of Default or any Default. Agent (a) may resign on sixty upon 30 days (6010 days if an Event of Default has occurred and is continuing) days’ prior written notice to each Lender (or unless such shorter notice period as is waived by the Required Lenders then permitLenders) to each of Term B Agent, Lenders and Borrowing Agent and (b) must resign effective upon the consummation of an assignment by PNC of all of its interests as a Lender to Term B Lenders pursuant to the exercise by Term B Lenders of a “buy-out” option, and upon such resignation in either eventresignation, the Required Lenders will promptly designate a successor AgentAgent that is, provided that, in the absence of unless an Event of DefaultDefault has occurred and is continuing, such successor Agent shall be reasonably satisfactory to BorrowersBorrowers (which reasonable satisfaction by Borrowers shall not be unreasonably withheld, delayed or conditioned). Any If no successor Agent is appointed prior to the effective date of the resignation by PNC as of Agent, Agent pursuant to this Section 14.3 shall also constitute its resignation as Swingline Lendermay appoint, after consulting with the Lenders, a successor Agent.

Lack of Reliance on Agent and Resignation. Independently and without reliance upon Agent or any other Lender, each Lender has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of each Loan Party Obligor in connection with the making and the continuance of the Advances hereunder and the taking or not taking of any action in connection herewith, and (ii) its own appraisal of the creditworthiness of each Loan PartyObligor. Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before making of the Advances or at any time or times thereafter except as shall be provided by any Loan Party Obligor pursuant to the terms hereof. Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any Other Document, or of the financial condition of any Loan PartyObligor, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Note, the Other Documents or the financial condition of Loan Partyany Borrower, or the existence of any Event of Default or any Default. Agent (a) may resign on sixty (60) days’ ' written notice to each of Lenders and Borrower. If the Agent shall resign under this Agreement, then either (a) the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, subject to the consent of the Borrower, such consent not be unreasonably withheld, or (b) if a successor agent shall not be so appointed and approved within the sixty (60) day period following the Agent's notice to the Lenders of its resignation, then the Agent shall appoint, with the consent of the Borrower, such shorter notice period consent not to be unreasonably withheld, a successor agent who shall serve as Agent until such time as the Required Lenders then permitappoint and the Borrower consents to the appointment of a successor agent. Upon its appointment pursuant to either clause (a) to each of Term B Agent, Lenders and Borrowing Agent and or (b) must resign effective upon the consummation of an assignment by PNC of all of its interests as a Lender to Term B Lenders pursuant to the exercise by Term B Lenders of a “buy-out” option, and upon such resignation in either event, Required Lenders will promptly designate a successor Agent, provided that, in the absence of an Event of Defaultabove, such successor agent shall succeed to the rights, powers and duties of the Agent, and the term "Agent") shall mean such successor agent, effective upon its appointment, and the former Agent's rights, powers and duties as Agent shall be reasonably satisfactory to Borrowers. Any resignation by PNC as terminated without any other or further act or deed on the part of such former Agent pursuant or any of the parties to this Section 14.3 Agreement. After the resignation of any Agent hereunder, the provisions of this Article XIV shall also constitute its inure to the benefit of such former Agent and such former Agent shall not be reason of such resignation as Swingline Lenderbe deemed to be released from liability for any actions taken or not taken by it while it was an Agent under this Agreement.