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 Borrower in connection with the making of the Term Loan and 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 Borrower. 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 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, collectability or sufficiency of this Agreement or any Other Document, or of the financial condition of any Borrower, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, each Term Note, the Other Documents or the financial condition of any Borrower, or the existence of any Event of Default or any Default. Agent may resign upon 30 days (10 days if an Event of Default has occurred and is continuing) prior written notice to each Lender (unless such notice is waived by the Required Lenders) and upon such resignation, the Required Lenders will promptly designate a successor Agent that is, unless an Event of Default has occurred and is continuing, reasonably satisfactory to Borrowers (which reasonable satisfaction by Borrowers shall not be unreasonably withheld, delayed or conditioned). If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may 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 Borrower in connection with the making and the continuance of the Term Loan and 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 Borrower. 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 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, collectability collectibility or sufficiency of this Agreement or any Other Document, or of the financial condition of any Borrower, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, each Term the Note, the Other Documents or the financial condition of any Borrower, or the existence of any Event of Default or any Default. Agent may resign upon 30 days on sixty (10 days if an Event of Default has occurred and is continuing60) prior days' written notice to each Lender (unless such notice is waived by the Required Lenders) of Lenders and Borrower and upon such resignation, the Required Lenders will promptly designate a successor Agent that is, unless an Event of Default has occurred and is continuing, reasonably satisfactory to Borrowers Borrower. In the event that the Required Lenders are unable to designate a successor agent within thirty (which reasonable satisfaction by Borrowers shall not be unreasonably withheld, delayed or conditioned). If no successor Agent is appointed prior to the effective date 30) days of receipt of the resignation of Agentnotice set forth above, the Agent may appoint, after consulting with shall so designate the Lenders, a successor Agentagent.

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 Borrower in connection with the making and the continuance of the Term Loan and 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 Borrower. 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 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, collectability or sufficiency of this Agreement or any Other Document, or of the financial condition of any Borrower, Borrower or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, each Term the Note, the Other Documents or the financial condition of any Borrower, or the existence of any Event of Default or any Default. Agent may resign upon 30 days on sixty (10 days if an Event of Default has occurred and is continuing60) prior days’ written notice to each Lender (unless such notice is waived by the Required Lenders) of Lenders and Borrower and upon such resignation, the Required Lenders will promptly designate a successor Agent that is, unless an Event of Default has occurred and is continuing, reasonably satisfactory to Borrowers (which reasonable satisfaction by Borrowers shall not be unreasonably withheld, delayed or conditioned)Borrower. If no Any such successor Agent is appointed prior shall succeed to the effective date of the resignation 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 may appointshall be terminated, after consulting with without any other or further act or deed on the Lenderspart of such former Agent. After any Agent’s resignation as Agent, a successor Agentthe 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 Borrower in connection with the making and the continuance of the Term Loan and the Protective 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 Borrower. 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 Loans or at any time or times thereafter except as shall be provided by any 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, collectability or sufficiency of this Agreement or any Other DocumentAgreement, or of the financial condition of any Borrower, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, each Term Notethe Notes, the Other Documents Agreements or the financial condition of any Borrower, or the existence of any Event of Default or any Default. . (ii) Agent may resign upon 30 days on sixty (10 days if an Event of Default has occurred and is continuing60) prior days’ written notice to each Lender (unless such notice is waived by the Required Lenders) of Lenders and Borrower and upon such resignation, the Required Lenders will promptly designate a successor Agent that is, unless an Event of Default has occurred and is continuing, reasonably satisfactory to Borrowers Borrower. (which reasonable satisfaction by Borrowers shall not be unreasonably withheld, delayed or conditioned). If no iii) Any such successor Agent is appointed prior shall succeed to the effective date of the resignation 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 may appointshall be terminated, after consulting with without any other or further act or deed on the Lenderspart of such former Agent. After any Agent’s resignation as Agent, a successor Agentthe 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. 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 Borrower in connection with the making and the continuance of the Term Loan and the Protective Revolving Advances hereunder and the taking or not taking of any action in connection herewith, and (ii) its own appraisal of the creditworthiness of each Borrower. 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 Revolving Advances or at any time or times thereafter except as shall be provided by any 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, collectability collectibility or sufficiency of this Agreement or any Other Document, or of the financial condition of any Borrower, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, each Term Notethe Revolving Credit Notes, the Other Documents or the financial condition of any Borrower, or the existence of any Event of Default or any Default. Agent may resign upon 30 days one hundred twenty (10 days if an Event of Default has occurred and is continuing120) prior days' written notice to each Lender (unless such notice is waived by the Required Lenders) of Lenders and Borrower and upon such resignation, the Required Lenders will promptly designate a successor Agent that is, unless an Event of Default has occurred and is continuing, reasonably satisfactory to Borrowers (which reasonable satisfaction by Borrowers shall not be unreasonably withheld, delayed or conditioned)Borrower. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLender and Borrower, a successor Agentagent from among Lenders.

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 Borrower Loan Party in connection with the making and the continuance of the Term Loan and 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 BorrowerLoan 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 the making of the Term Loan or the Protective Advances or at any time or times thereafter except as shall be provided by any Borrower 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, collectability collectibility or sufficiency of this Agreement or any Other Document, or of the financial condition of any BorrowerLoan 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, each Term the Note, the Other Documents or the financial condition of any BorrowerLoan Party, or the existence of any Event of Default or any Default. Agent (a) may resign upon 30 days on sixty (10 days if an Event of Default has occurred and is continuing60) prior 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 (unless such notice is waived to Term B Lenders pursuant to the exercise by the Required Lenders) Term B Lenders of a “buy-out” option, and upon such resignationresignation in either event, the Required Lenders will promptly designate a successor Agent that isAgent, unless provided that, in the absence of an Event of Default has occurred and is continuingDefault, such successor Agent shall be reasonably satisfactory to Borrowers (which reasonable satisfaction Borrowers. Any resignation by Borrowers PNC as Agent pursuant to this Section 14.3 shall not be unreasonably withheld, delayed or conditioned). If no successor Agent is appointed prior to the effective date of the also constitute its resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agentas 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 Borrower Loan Party in connection with the making and the continuance of the Term Loan and 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 BorrowerLoan 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 the making of the Term Loan or the Protective Advances or at any time or times thereafter except as shall be provided by any Borrower 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, collectability collectibility or sufficiency of this Agreement or any Other Document, or of the financial condition of any BorrowerLoan 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, each Term the Note, the Other Documents or the financial condition of any BorrowerLoan Party, or the existence of any Event of Default or any Default. Agent may resign upon 30 days on sixty (10 days if an Event of Default has occurred and is continuing60) prior days’ written notice to each Lender (unless such notice is waived by the Required Lenders) of Lenders and Borrowing Agent and upon such resignation, the Required Lenders will promptly designate a successor Agent that is, unless an Event of Default has occurred and is continuing, reasonably satisfactory to Borrowers (which reasonable satisfaction Borrowers. Any resignation by Borrowers PNC as Agent pursuant to this Section 14.3 shall not be unreasonably withheld, delayed or conditioned). If no successor Agent is appointed prior to the effective date of the also constitute its resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agentas 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 Borrower in connection with the making and the continuance of the Term Loan and 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 Borrower. 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 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, collectability collectibility or sufficiency of this Agreement or any Other Document, or of the financial condition of any Borrower, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, each Term the Revolving Credit Note, the Other Documents or the financial condition of any Borrower, or the existence of any Event of Default or any Default. Agent may resign upon 30 days on sixty (10 days if an Event of Default has occurred and is continuing60) prior days' written notice to each Lender (unless such notice is waived by the Required Lenders) of Lenders and Borrowing Agent and upon such resignation, the Required Lenders will promptly designate a successor Agent that isin consultation with the Borrowers; provided, unless an Event of Default has occurred and is continuinghowever, reasonably satisfactory Agent reserves the right to Borrowers (which reasonable satisfaction by Borrowers shall not be unreasonably withheld, delayed or conditioned). If no remain Agent with respect to monitoring the Collateral until a successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agentdesignated.

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 Borrower in connection with the making and carrying of the Term Loan and the Protective 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 Borrower. 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 Term Loan or the Protective Advances or at any time or times thereafter except as shall be provided by any 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, collectability collectibility or sufficiency of this Agreement or any Other Document, or of for the financial condition of any Borrower, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, each Term Notethe Notes, the Other Documents or the financial condition of any Borrower, or the existence of any Event of Default or any Default. Agent may resign upon 30 days on thirty (10 days if an Event of Default has occurred and is continuing30) prior days' written notice to each Lender (unless such notice is waived by of the Required Lenders) and Lenders and, upon such resignation, the Required Lenders will promptly designate a successor Agent that is, unless an Event of Default has occurred and is continuing, reasonably satisfactory to Borrowers (which reasonable satisfaction by Borrowers shall not be unreasonably withheld, delayed or conditioned)Agent. If no such successor Agent is appointed prior at the end of such thirty (30) day period, Agent may designate one of the existing Lenders as a successor Agent. Any such successor Agent shall succeed to the effective date of the resignation rights, powers and duties of Agent, and the term "Agent" shall mean such successor Agent may appointeffective upon its appointment, after consulting with and the Lendersformer Agent's rights, a successor powers and duties as Agent 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 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 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 Borrower in connection with the making and carrying of the Term Loan and the Protective Advances hereunder Loans 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 Borrower. 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 Term Loan or the Protective Advances Loans or at any time or times thereafter except as shall be provided by any 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, collectability collectibility or sufficiency of this Agreement or any Other Document, or of for the financial condition of any Borrower, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, each Term Notethe Notes, the Other Documents or the financial condition of any Borrower, or the existence of any Event of Default or any Default. Agent may resign upon 30 days on thirty (10 days if an Event of Default has occurred and is continuing30) prior days' written notice to each Lender (unless such notice is waived by of the Required Lenders) and Lenders and, upon such resignation, the Required Lenders will promptly designate a successor Agent that is, unless an Event of Default has occurred and is continuing, reasonably satisfactory to Borrowers (which reasonable satisfaction by Borrowers shall not be unreasonably withheld, delayed or conditioned)Agent. If no such successor Agent is appointed prior at the end of such thirty (30) day period, Agent may designate one of the existing Lenders as a successor Agent. Any such successor Agent shall succeed to the effective date of the resignation rights, powers and duties of Agent, and the term "Agent" shall mean such successor Agent may appointeffective upon its appointment, after consulting with and the Lendersformer Agent's rights, a successor powers and duties as Agent 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 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. (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 Borrower in connection with the making and the continuance of the Term Loan and 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 Borrower. 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 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, collectability collectibility or sufficiency of this Agreement or any Other Documentof the Loan Documents, or of the financial condition of any Borrower, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, each Term Notethe Notes, the Other Documents or the financial condition of any Borrower, or the existence of any Event of Default or any Default. . (b) Agent may resign upon 30 on sixty (60) days (10 days if an Event of Default has occurred and is continuing) prior written notice to each Lender (unless such notice is waived by the Required Lenders) of Lenders and Borrower and upon such resignation, the Required Lenders will promptly designate a successor Agent that is, unless an Event of Default has occurred and is continuing, reasonably satisfactory to Borrowers (which reasonable satisfaction by Borrowers shall not be unreasonably withheld, delayed or conditioned)Borrower. If no Any such successor Agent is appointed prior shall succeed to the effective date of the resignation 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 may appointshall be terminated, after consulting with without any other or further act or deed on the Lenderspart of such former Agent. After any Agent's resignation as Agent, a successor Agentthe provisions of this Section 14 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 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 Borrower Credit Party in connection with the making and the continuance of the Term Loan and 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 BorrowerCredit 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 the making of the Term Loan or the Protective Advances or at any time or times thereafter except as shall be provided by any Borrower 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, collectability collectibility or sufficiency of this Agreement or any Other other Loan Document, or of the financial condition of any BorrowerCredit 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, each Term Note, Agreement or the Other other Loan Documents or the financial condition of any BorrowerCredit Party, or the existence of any Event of Default or any Default. Agent may resign upon 30 days on sixty (10 days if an Event of Default has occurred and is continuing60) prior days’ written notice to each Lender (unless such notice is waived by the Required Lenders) of Lenders and Borrowing Agent and upon such resignation, the Required Lenders will promptly designate a successor Agent reasonably satisfactory to Borrowers: provided that is, unless an no consent or approval of Borrowers will be required hereunder if a Default or Event of Default has occurred and is continuing, reasonably satisfactory to Borrowers (which reasonable satisfaction by Borrowers shall not be unreasonably withheld, delayed or conditioned)continuing at the time of such designation. If no Any such successor Agent is appointed prior shall succeed to the effective date of the resignation 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 may appointshall be terminated, after consulting with without any other or further act or deed on the Lenderspart of such former Agent. After any Agent’s resignation as Agent, a successor Agentthe 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. (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 Borrower in connection with the making and the continuance of the Term Loan and the Protective Advances Loans hereunder and the taking or not taking of any action in connection herewith, and (ii) its own appraisal of the creditworthiness of each BorrowerBorrowers. 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 Loans or at any time or times thereafter except as shall be provided by any Borrower Borrowers 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, collectability or sufficiency of this Agreement or any Other Documentof the other Loan Documents, or of the financial condition of any Borrower, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, each Term Note, Agreement or any of the Other other Loan Documents or the financial condition of any Borrower, or the existence of any Event of Default or any Default. . (b) Agent may resign upon 30 days (10 days if an Event of Default has occurred and is continuing) prior written notice to each Lender (unless such notice is waived by the Required Lenders) of Lenders and upon such resignation, the Borrowing Agent. The Required Lenders will promptly designate a successor Agent that is, unless which in the absence of an Event of Default has occurred and is continuing, shall be reasonably satisfactory to Borrowers (which reasonable satisfaction by Borrowers shall not be unreasonably withheld, delayed or conditioned)Borrowers. If no Any such successor Agent is appointed prior shall succeed to the effective date of the resignation rights, powers and duties of Agent, and the term "Agent" shall mean such successor agent effective upon its appointment. Effective upon its resignation the former Agent's rights, powers and duties as Agent may appointshall be terminated, after consulting with without any other or further act or deed on the Lenderspart of such former Agent. After any Agent's resignation as Agent, a successor Agentthe provisions of this SECTION 18.3 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 Borrower in connection with the making and the continuance of the Term Loan and 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 Borrower. 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 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, collectability or sufficiency of this Agreement or any Other Ancillary Document, or of the financial condition of any Borrower, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, each Term the Note, the Other Ancillary Documents or the financial condition of any Borrower, or the existence of any Event of Default or any Default. . (b) Agent may resign upon 30 days on sixty (10 days if an Event of Default has occurred and is continuing60) prior days' written notice to each Lender (unless such notice is waived by the Required Lenders) of Lenders and Borrower and upon such resignation, the Required Lenders will promptly designate a successor Agent that is, unless an Event of Default has occurred and is continuing, reasonably satisfactory to Borrowers (which reasonable satisfaction by Borrowers Borrower. If a successor Agent shall not be unreasonably withheldhave been so appointed within said sixty (60) day period, delayed or conditioned). If no the retiring Agent, upon notice to Borrower, shall then appoint a successor Agent is appointed prior to the effective date of the resignation of Agent, who shall serve as Agent may appoint, after consulting with the Lenders, until such time as Required Lenders appoint a successor Agent.Agent as provided herein. Any prepaid fees paid to Agent in the year in