Common use of Appointment and Authorization of the Agent Clause in Contracts

Appointment and Authorization of the Agent. 1. Each Noteholder hereby irrevocably appoints U.S. Bank Trust Company, National Association, as the administrative agent and the collateral agent under the Note Documents as provided in Section 13.9 of this Note. 2. Each Noteholder hereby agrees, that, except as otherwise set forth in this Note, any action taken by the Required Noteholders (or the Agent, at the direction of the Required Noteholders) in accordance with the provisions of this Note or the Note Documents, and the exercise by the Required Noteholders (or the Agent, at the direction of the Required Noteholders) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Noteholders. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under the Note Documents in accordance with the direction of the Required Noteholders, and such direction and any action taken or failure to act pursuant thereto shall be binding upon all Noteholders and all future holders of this Note. 3. The Agent shall have no obligation whatsoever to the Noteholders or to any other Person to assure that the Collateral exists or is owned by the Borrower or any Note Party or is cared for, protected or insured or that the Liens granted to the Agent pursuant to any Note Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in this Annex or in the Note Documents. The Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence or collectability of the Collateral, the existence, priority or perfection of the Agent’s Lien thereon, or any certificate prepared by the Borrower or any Note Party in connection therewith, nor shall the Agent be responsible or liable to the Noteholders for any failure to monitor or maintain any portion of the Collateral, Liens therein or financing statements filed in connection therewith. The Agent shall not be under any liability for interest on any funds received by the Agent under any Note Document. 4. The duties of the Agent shall be mechanical and administrative in nature; the Agent shall not have by reason of this Note or any other Note Document a fiduciary relationship in respect of any Noteholder; and nothing in this Note or in any other Note Document, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect of this Note or any other Note Document except as expressly set forth herein or therein. Each Noteholder acknowledges, agrees and accepts the terms and conditions of each Note Document, and authorizes and instructs the Agent to execute and perform its obligations, as applicable. No provision of this Note or the Note Documents shall require the Agent to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers contemplated hereunder. 5. The Agent shall be entitled to rely upon, and shall be fully protected in relying upon (and shall not be liable for so relying upon), any communication, request, instrument, note, consent, affidavit, letter, writing, resolution, notice, statement, certificate, e-mail or other electronic message, order, internet or intranet website posting, or other document (or writing), conversation or telephone message signed, sent or made (or authenticated) by (or, in the case of a conversation, with) any Person that the Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Note and any other Note Documents and its duties hereunder and thereunder, upon advice of legal counsel, independent accountants and other experts and professional advisors selected by the Agent.

Appointment and Authorization of the Agent. 1. Each Noteholder of the Lenders hereby irrevocably appoints U.S. Bank Trust Company, National Association, the Agent as the administrative its agent and authorizes the collateral agent under Agent to take such actions on its behalf and to exercise such powers as are delegated to the Note Documents as provided in Section 13.9 of this Note. 2. Each Noteholder hereby agrees, that, except as otherwise set forth in this Note, any action taken Agent by the Required Noteholders (or the Agent, at the direction of the Required Noteholders) in accordance with the provisions of this Note or the Note Documents, and the exercise by the Required Noteholders (or the Agent, at the direction of the Required Noteholders) of the powers set forth herein or thereinterms hereof, together with such other actions and powers as are reasonably incidental thereto. The bank serving as the Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent, shall be authorized and binding upon all such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the NoteholdersBorrower or any Subsidiary or other Affiliate thereof as if it were not the Agent hereunder. The Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Unmatured Event of Default or Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Agent is required to exercise in all cases writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be fully protected in acting, or in refraining from acting, necessary under the Note Documents circumstances as provided in accordance with the direction of the Required NoteholdersSection 11.2), and such direction (c) except as expressly set forth herein, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as the Agent or any of its Affiliates in any capacity. The Agent shall not be liable for any action taken or failure to act pursuant thereto not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be binding upon all Noteholders and all future holders necessary under the circumstances as provided in Section 11.2) or in the absence of this Note. 3its own gross negligence or wilful misconduct. The Agent shall be deemed not to have no obligation whatsoever knowledge of any Unmatured Event of Default or Event of Default unless and until written notice thereof is given to the Noteholders or to any other Person to assure that the Collateral exists or is owned Agent by the Borrower or any Note Party or is cared fora Lender, protected or insured or that and the Liens granted to the Agent pursuant to any Note Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in this Annex or in the Note Documents. The Agent shall not be responsible for or have a any duty to ascertain or inquire into (i) any statement, warranty or representation made in or warranty regarding in connection with this Agreement, (ii) the existence contents of any certificate, report or collectability other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the Collateralcovenants, agreements or other terms or conditions set forth herein, (iv) the existencevalidity, priority enforceability, effectiveness or perfection of the Agent’s Lien thereon, or any certificate prepared by the Borrower or any Note Party in connection therewith, nor shall the Agent be responsible or liable to the Noteholders for any failure to monitor or maintain any portion of the Collateral, Liens therein or financing statements filed in connection therewith. The Agent shall not be under any liability for interest on any funds received by the Agent under any Note Document. 4. The duties of the Agent shall be mechanical and administrative in nature; the Agent shall not have by reason genuineness of this Note Agreement or any other Note Document a fiduciary relationship in respect agreement, instrument or document, or (v) the satisfaction of any Noteholder; and nothing in this Note or in any other Note Document, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect of this Note or any other Note Document except as expressly condition set forth herein in Article IV or therein. Each Noteholder acknowledgeselsewhere herein, agrees and accepts other than to confirm receipt of items expressly required to be delivered to the terms and conditions of each Note Document, and authorizes and instructs the Agent to execute and perform its obligations, as applicable. No provision of this Note or the Note Documents shall require the Agent to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers contemplated hereunder. 5Agent. The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be fully protected in genuine and to have been signed or sent by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying upon thereon. The Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for so relying upon)any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Agent may perform any communication, request, instrument, note, consent, affidavit, letter, writing, resolution, notice, statement, certificate, e-mail or other electronic message, order, internet or intranet website posting, or other document (or writing), conversation or telephone message signed, sent or made (or authenticated) by (or, in the case of a conversation, with) any Person that the Agent believed to be the proper Person, and, with respect to and all legal matters pertaining to this Note and any other Note Documents and its duties hereunder and thereunder, upon advice of legal counsel, independent accountants exercise its rights and other experts and professional advisors selected powers by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Agent. Subject to the appointment and acceptance of a successor to the Agent as provided in this paragraph, the Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower not to be unreasonably withheld or delayed (or if an Event of Default has occurred and is continuing, in consultation with the Borrower), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor to the Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as the Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this Article X and Sections 8.1 and 8.2 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as the Agent. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents, any related agreement or any document furnished hereunder or thereunder.

Appointment and Authorization of the Agent. 1. Each Noteholder of the Lenders and each of the Issuing Lenders hereby irrevocably appoints U.S. Bank Trust Company, National Association, the Agent as the administrative its agent and authorizes the collateral agent under Agent to take such actions on its behalf and to exercise such powers as are delegated to the Note Documents as provided in Section 13.9 of this Note. 2. Each Noteholder hereby agrees, that, except as otherwise set forth in this Note, any action taken Agent by the Required Noteholders (or the Agent, at the direction of the Required Noteholders) in accordance with the provisions of this Note or the Note Documents, and the exercise by the Required Noteholders (or the Agent, at the direction of the Required Noteholders) of the powers set forth herein or thereinterms hereof, together with such other actions and powers as are reasonably incidental thereto. The bank serving as the Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent, shall be authorized and binding upon all such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the NoteholdersBorrower or any Subsidiary or other Affiliate thereof as if it were not the Agent hereunder. The Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Unmatured Event of Default or Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Agent is required to exercise in all cases writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be fully protected in acting, or in refraining from acting, necessary under the Note Documents circumstances as provided in accordance with the direction of the Required NoteholdersSection 11.2), and such direction (c) except as expressly set forth herein, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as the Agent or any of its Affiliates in any capacity. The Agent shall not be liable for any action taken or failure to act pursuant thereto not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be binding upon all Noteholders and all future holders necessary under the circumstances as provided in Section 11.2) or in the absence of this Note. 3its own gross negligence or willful misconduct. The Agent shall be deemed not to have no obligation whatsoever knowledge of any Unmatured Event of Default or Event of Default unless and until written notice thereof is given to the Noteholders or to any other Person to assure that the Collateral exists or is owned Agent by the Borrower or any Note Party or is cared fora Lender, protected or insured or that and the Liens granted to the Agent pursuant to any Note Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in this Annex or in the Note Documents. The Agent shall not be responsible for or have a any duty to ascertain or inquire into (i) any statement, warranty or representation made in or warranty regarding in connection with this Agreement, (ii) the existence contents of any certificate, report or collectability other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the Collateralcovenants, agreements or other terms or conditions set forth herein, (iv) the existencevalidity, priority enforceability, effectiveness or perfection of the Agent’s Lien thereon, or any certificate prepared by the Borrower or any Note Party in connection therewith, nor shall the Agent be responsible or liable to the Noteholders for any failure to monitor or maintain any portion of the Collateral, Liens therein or financing statements filed in connection therewith. The Agent shall not be under any liability for interest on any funds received by the Agent under any Note Document. 4. The duties of the Agent shall be mechanical and administrative in nature; the Agent shall not have by reason genuineness of this Note Agreement or any other Note Document a fiduciary relationship in respect agreement, instrument or document, or (v) the satisfaction of any Noteholder; and nothing in this Note or in any other Note Document, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect of this Note or any other Note Document except as expressly condition set forth herein in Article IV or therein. Each Noteholder acknowledgeselsewhere herein, agrees and accepts other than to confirm receipt of items expressly required to be delivered to the terms and conditions of each Note Document, and authorizes and instructs the Agent to execute and perform its obligations, as applicable. No provision of this Note or the Note Documents shall require the Agent to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers contemplated hereunder. 5Agent. The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be fully protected in genuine and to have been signed or sent by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying upon thereon. The Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for so relying uponany action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Agent. Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, the Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower not to be unreasonably withheld or delayed (or if an Event of Default has occurred and is continuing, in consultation with the Borrower), any communicationto appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, requestthen the retiring Agent may, instrumenton behalf of the Lenders and the Issuing Lenders, noteappoint a successor Agent which shall be a bank with an office in New York, consent, affidavit, letter, writing, resolution, notice, statement, certificate, e-mail or other electronic message, order, internet or intranet website postingNew York, or other document (an Affiliate of any such bank. Upon the acceptance of its appointment as the Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this Article X and Sections 8.1 and 8.2 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or writing)omitted to be taken by any of them while it was acting as the Agent. Notwithstanding the foregoing, conversation or telephone message signedsolely for purposes of maintaining any security interest granted to the Agent under any Collateral Document for the benefit of the Secured Parties, sent or made (or authenticated) by (orthe retiring Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights and bound to the obligations set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Agent, shall continue to hold such Collateral, in each case until such time as a conversation, with) any Person successor Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Agent believed shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest other than is necessary to give effect to the parallel debt undertaking included in any Loan Document). Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder. Without limiting the generality of the foregoing, where the Agent is required or deemed to act as a trustee in respect of any Collateral over which a security interest has been created pursuant to a Loan Document expressed to be the proper Person, and, with respect to all legal matters pertaining to this Note and any other Note Documents and its duties hereunder and thereunder, upon advice of legal counsel, independent accountants and other experts and professional advisors selected governed by the Agentlaws of the United States of America or any state thereof, the obligations and liabilities of the Agent to the Secured Parties in its capacity as trustee shall be excluded to the fullest extent permitted by applicable law.

Appointment and Authorization of the Agent. 1. Each Noteholder of the Lenders and each of the Issuing Lenders hereby irrevocably appoints U.S. Bank Trust Company, National Association, the Agent as the administrative its agent and authorizes the collateral agent under Agent to take such actions on its behalf and to exercise such powers as are delegated to the Note Documents as provided in Section 13.9 of this Note. 2. Each Noteholder hereby agrees, that, except as otherwise set forth in this Note, any action taken Agent by the Required Noteholders (or the Agent, at the direction of the Required Noteholders) in accordance with the provisions of this Note or the Note Documents, and the exercise by the Required Noteholders (or the Agent, at the direction of the Required Noteholders) of the powers set forth herein or thereinterms hereof, together with such other actions and powers as are reasonably incidental thereto. The bank serving as the Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent, shall be authorized and binding upon all such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the NoteholdersParent or any Subsidiary or other Affiliate thereof as if it were not the Agent hereunder. The Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Unmatured Event of Default or Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Agent is required to exercise in all cases writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be fully protected in acting, or in refraining from acting, necessary under the Note Documents circumstances as provided in accordance with the direction of the Required NoteholdersSection 11.2), and such direction (c) except as expressly set forth herein, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Parent or any of its Subsidiaries that is communicated to or obtained by the bank serving as the Agent or any of its Affiliates in any capacity. The Agent shall not be liable for any action taken or failure to act pursuant thereto not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be binding upon all Noteholders and all future holders necessary under the circumstances as provided in Section 11.2) or in the absence of this Note. 3its own gross negligence or willful misconduct. The Agent shall be deemed not to have no obligation whatsoever knowledge of any Unmatured Event of Default or Event of Default unless and until written notice thereof is given to the Noteholders or to any other Person to assure that the Collateral exists or is owned Agent by the Borrower or any Note Party or is cared fora Lender, protected or insured or that and the Liens granted to the Agent pursuant to any Note Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in this Annex or in the Note Documents. The Agent shall not be responsible for or have a any duty to ascertain or inquire into (i) any statement, warranty or representation made in or warranty regarding in connection with this Agreement, (ii) the existence contents of any certificate, report or collectability other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the Collateralcovenants, agreements or other terms or conditions set forth herein, (iv) the existencevalidity, priority enforceability, effectiveness or perfection of the Agent’s Lien thereon, or any certificate prepared by the Borrower or any Note Party in connection therewith, nor shall the Agent be responsible or liable to the Noteholders for any failure to monitor or maintain any portion of the Collateral, Liens therein or financing statements filed in connection therewith. The Agent shall not be under any liability for interest on any funds received by the Agent under any Note Document. 4. The duties of the Agent shall be mechanical and administrative in nature; the Agent shall not have by reason genuineness of this Note Agreement or any other Note Document a fiduciary relationship in respect agreement, instrument or document, or (v) the satisfaction of any Noteholder; and nothing in this Note or in any other Note Document, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect of this Note or any other Note Document except as expressly condition set forth herein in Article IV or thereinelsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent. Each Noteholder acknowledges, agrees and accepts the terms and conditions of each Note Document, and authorizes and instructs the Agent to execute and perform its obligations, as applicable. No provision of this Note or the Note Documents shall require the Agent to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers contemplated hereunder. 5. 116 The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be fully protected in genuine and to have been signed or sent by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying upon thereon. The Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for so relying uponany action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Agent. Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, the Agent may resign at any time by notifying the Lenders, the Issuing Lxxxxxx and the Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower not to be unreasonably withheld or delayed (or if an Event of Default has occurred and is continuing, in consultation with the Borrower), any communicationto appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, requestthen the retiring Agent may, instrumenton behalf of the Lenders and the Issuing Lenders, noteappoint a successor Agent which shall be a bank with an office in New York, consent, affidavit, letter, writing, resolution, notice, statement, certificate, e-mail or other electronic message, order, internet or intranet website postingNew York, or other document (an Affiliate of any such bank. Upon the acceptance of its appointment as the Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this Article X and Sections 8.1 and 8.2 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or writing)omitted to be taken by any of them while it was acting as the Agent. Notwithstanding the foregoing, conversation or telephone message signedsolely for purposes of maintaining any security interest granted to the Agent under any Collateral Document for the benefit of the Secured Parties, sent or made (or authenticated) by (orthe retiring Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights and bound to the obligations set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Agent, shall continue to hold such Collateral, in each case until such time as a conversation, with) any Person successor Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Agent believed shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest other than is necessary to give effect to the parallel debt undertaking included in any Loan Document). 117 Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder. Without limiting the generality of the foregoing, where the Agent is required or deemed to act as a trustee in respect of any Collateral over which a security interest has been created pursuant to a Loan Document expressed to be the proper Person, and, with respect to all legal matters pertaining to this Note and any other Note Documents and its duties hereunder and thereunder, upon advice of legal counsel, independent accountants and other experts and professional advisors selected governed by the Agentlaws of the United States of America or any state thereof, the obligations and liabilities of the Agent to the Secured Parties in its capacity as trustee shall be excluded to the fullest extent permitted by applicable law.

Appointment and Authorization of the Agent. 1. Each Noteholder (a) ANLIC ---------------------------------------------- (Hawaii) hereby irrevocably appoints U.S. Bank Trust Companythe Agent as ANLIC (Hawaii)'s attorney-in-fact, National Associationwith full authority in the place and stead of ANLIC (Hawaii) and in the name of ANLIC (Hawaii) or otherwise, as from time to time in the administrative agent Agent's discretion, to take any action and to execute any instrument that the Agent may deem necessary or advisable for the purpose of exercising or enforcing (or abstaining from exercising or enforcing) any right, remedy, power or privilege of ANLIC (Hawaii) under any Reinsurance Document or Assigned Agreement, including, without limitation: (i) to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and rexxxpts for moneys due and to become due under or in respect of any of the Reinsurance Documents or Assigned Agreements, (ii) to receive, indorse and collect any drafts or other instruments, documents and chattel paper in connection with this Section 3(a), (iii) to file any claims or take any action or institute any proceedings that the Agent may deem necessary or desirable for the collection of any amounts payable under any Assigned Agreement or to enforce compliance with the terms of any Reinsurance Document or Assigned Agreement or the rights of ANLIC (Hawaii) or the Agent with respect thereto. (b) Anchor acknowledges and agrees that all rights of ANLIC (Hawaii) under the Reinsurance Documents and the collateral agent under Assigned Agreements will be exercised by the Note Documents as provided in Section 13.9 of this NoteAgent. 2. Each Noteholder hereby agrees(c) Neither the Agent nor any of its directors, thatofficers, except as otherwise set forth in this Note, any action taken by the Required Noteholders (agents or the Agent, at the direction of the Required Noteholders) in accordance with the provisions of this Note or the Note Documents, and the exercise by the Required Noteholders (or the Agent, at the direction of the Required Noteholders) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, employees shall be authorized and binding upon all of the Noteholders. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under the Note Documents in accordance with the direction of the Required Noteholders, and such direction and liable for any action taken or failure omitted to act pursuant thereto shall be binding upon all Noteholders and all future holders taken by it or them as Agent or attorney-in-fact under or in connection with any Reinsurance Document or Assigned Agreement (including the Agent's servicing, administering or collecting any amounts payable), except for its own gross negligence or willful misconduct. Without limiting the generality of this Note. 3. The Agent shall have no obligation whatsoever to the Noteholders or to any other Person to assure that foregoing, the Collateral exists or is owned by the Borrower Agent: (i) may consult with legal counsel (including counsel for Anchor, ANLIC (Hawaii) or any Note Party or is cared forof their respective Affiliates), protected or insured or that the Liens granted to the Agent pursuant to any Note Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities independent public accountants and powers granted or available to the Agent in this Annex or in the Note Documents. The Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence or collectability of the Collateral, the existence, priority or perfection of the Agent’s Lien thereon, or any certificate prepared other experts selected by the Borrower or any Note Party in connection therewith, nor shall the Agent be responsible or liable to the Noteholders for any failure to monitor or maintain any portion of the Collateral, Liens therein or financing statements filed in connection therewith. The Agent shall not be under any liability for interest on any funds received by the Agent under any Note Document. 4. The duties of the Agent shall be mechanical and administrative in nature; the Agent shall not have by reason of this Note or any other Note Document a fiduciary relationship in respect of any Noteholder; and nothing in this Note or in any other Note Document, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect of this Note or any other Note Document except as expressly set forth herein or therein. Each Noteholder acknowledges, agrees and accepts the terms and conditions of each Note Document, and authorizes and instructs the Agent to execute and perform its obligations, as applicable. No provision of this Note or the Note Documents shall require the Agent to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers contemplated hereunder. 5. The Agent shall be entitled to rely upon, and shall be fully protected in relying upon (it and shall not be liable for so relying upon)any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to Anchor, ANLIC (Hawaii) or any of their respective Affiliates, and shall not be responsible to Anchor, ANLIC (Hawaii) or any of their respective Affiliates, for any statement, warranty or representation (whether written or oral) made in or in connection with this Consent and Agreement, any communicationReinsurance Document or Assigned Agreement or any instrument or document furnished pursuant to any of the foregoing (collectively, requestthe "Consent ------- Documents"); (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, instrumentcovenants or conditions of any Consent Document on the part of Anchor, noteANLIC (Hawaii) or any other Person or to inspect the property (including the books and records) of Anchor, ANLIC (Hawaii) or any other Person; (iv) shall not be responsible to Anchor, ANLIC (Hawaii) or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Consent Document; and (v) shall incur no liability under or in respect of any Consent Document by acting upon any notice (including notice by telephone), consent, affidavit, letter, writing, resolution, notice, statement, certificate, e-mail certificate or other electronic messageinstrument or writing (which may be by telecopier, ordertelegram, internet cable or intranet website posting, or other document (or writing), conversation or telephone message signed, sent or made (or authenticatedtelex) believed by (or, in the case of a conversation, with) any Person that the Agent believed it to be genuine and signed or sent by the proper Person, and, with respect to all legal matters pertaining to this Note and any other Note Documents and its duties hereunder and thereunder, upon advice of legal counsel, independent accountants and other experts and professional advisors selected by the Agentparty or parties.

Appointment and Authorization of the Agent. 1. Each Noteholder Lender hereby designates and appoints Sterling as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably appoints U.S. authorizes (and by entering into a Bank Trust CompanyProduct Agreement, National Associationeach Bank Product Provider shall be deemed to designate, as appoint, and authorize) the administrative agent Agent to execute and the collateral agent under the Note Documents as provided in Section 13.9 of this Note. 2. Each Noteholder hereby agrees, that, except as otherwise set forth in this Note, any action taken by the Required Noteholders (or the Agent, at the direction deliver each of the Required Noteholders) in accordance with other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Note or Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to the Note Documents, and the exercise Agent by the Required Noteholders (terms of this Agreement or the Agent, at the direction of the Required Noteholders) of the powers set forth herein or thereinany other Loan Document, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Noteholders. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under the Note Documents in accordance with the direction agrees to act as agent for and on behalf of the Required Noteholders, Lenders (and such direction and any action taken or failure to act pursuant thereto shall be binding upon all Noteholders and all future holders of the Bank Product Providers) on the conditions contained in this Note. 3Section 9. The Agent shall have no obligation whatsoever Any provision to the Noteholders or to any other Person to assure that the Collateral exists or is owned by the Borrower or any Note Party or is cared for, protected or insured or that the Liens granted to the Agent pursuant to any Note Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all contrary contained elsewhere in this Agreement or in any manner or under any duty of careother Loan Document notwithstanding, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in this Annex shall not have any duties or responsibilities, except those expressly set forth herein or in the Note other Loan Documents. The Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence or collectability of the Collateral, the existence, priority or perfection of the Agent’s Lien thereon, or any certificate prepared by the Borrower or any Note Party in connection therewith, nor shall the Agent have or be responsible deemed to have any fiduciary relationship with any Lender (or liable Bank Product Provider), and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement or the other Loan Documents with reference to the Noteholders for Agent is not intended to connote any failure fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to monitor create or maintain reflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) the Agent to act as the secured party under each of the Loan Documents that create a Lien on any portion item of Collateral. Except as expressly otherwise provided in this Agreement, the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that the Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to the Agent, Lenders agree that the Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, Liens therein or financing statements filed in connection therewith. The Agent shall not be under any liability for interest on any funds received by the Agent under any Note Document. 4. The duties payments and proceeds of the Agent shall be mechanical and administrative in nature; the Agent shall not have by reason of this Note or any other Note Document a fiduciary relationship in respect of any Noteholder; and nothing in this Note or in any other Note Document, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect of this Note or any other Note Document except as expressly set forth herein or therein. Each Noteholder acknowledges, agrees and accepts the terms and conditions of each Note DocumentCollateral, and authorizes related matters, (b) execute or file any and instructs the Agent to execute all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and perform its obligations, as applicable. No provision of this Note or the Note Documents shall require the Agent to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers contemplated hereunder. 5. The Agent shall be entitled to rely upon, and shall be fully protected in relying upon (and shall not be liable for so relying upon), any communication, request, instrument, note, consent, affidavit, letter, writing, resolution, notice, statement, certificate, e-mail or other electronic message, order, internet or intranet website posting, or other document (or writing), conversation or telephone message signed, sent or made (or authenticated) by (or, in the case of a conversation, with) any Person that the Agent believed to be the proper Person, and, written agreements with respect to the Loan Documents, (c) make Revolving Loans, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) exclusively receive, apply, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as the Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, (f) perform, exercise, and enforce any and all legal matters pertaining other rights and remedies of the Lender Group with respect to this Note the Loan Parties, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and any other Note Documents (g) incur and pay such expenses as the Agent may deem necessary or appropriate for the performance and fulfillment of its duties hereunder functions and thereunder, upon advice of legal counsel, independent accountants and other experts and professional advisors selected by powers pursuant to the AgentLoan Documents.

Appointment and Authorization of the Agent. 1. Each Noteholder Lender hereby designates and appoints the Agent as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably appoints U.S. Bank Trust Company, National Association, as authorizes the administrative agent and the collateral agent Agent to take such action on its behalf under the Note Documents as provided in Section 13.9 of this Note. 2. Each Noteholder hereby agrees, that, except as otherwise set forth in this Note, any action taken by the Required Noteholders (or the Agent, at the direction of the Required Noteholders) in accordance with the provisions of this Note or Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to the Note Documents, and the exercise Agent by the Required Noteholders (terms of this Agreement or the Agent, at the direction of the Required Noteholders) of the powers set forth herein or thereinany other Loan Document, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Noteholders. The Agent shall agrees to act as such on the express conditions contained in all cases be fully protected in acting, or in refraining from acting, under this Section 16. The provisions of this Section 16 are solely for the Note Documents in accordance with the direction benefit of the Required NoteholdersAgent, and such direction the Lenders, and no Credit Party shall have any action taken or failure to act pursuant thereto rights as a third party beneficiary of any of the provisions contained herein; provided, however, that certain of the provisions of Section 16.10 hereof also shall be binding upon all Noteholders and all future holders for the benefit of this Note. 3the Credit Parties. The Agent shall have no obligation whatsoever Any provision to the Noteholders or to any other Person to assure that the Collateral exists or is owned by the Borrower or any Note Party or is cared forcontrary contained elsewhere, protected or insured or that the Liens granted to the Agent pursuant to any Note Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all in this Agreement or in any manner or under any duty of careother Loan Document notwithstanding, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in this Annex or in the Note Documents. The Agent shall not be responsible for have any duties or have a duty to ascertain or inquire into any representation or warranty regarding the existence or collectability of the Collateralresponsibilities, the existence, priority or perfection of the Agent’s Lien thereon, or any certificate prepared by the Borrower or any Note Party in connection therewithexcept those expressly set forth herein, nor shall the Agent have or be responsible deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liable liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent; it being expressly understood and agreed that the use of the word "Agent" is for convenience only, that Lehmxx xx merely the representatives of the Lenders, and has only the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or 61 68 assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to the Noteholders for any failure Agent, the Lenders agree that the Agent shall have the right to monitor or maintain any portion exercise the following powers as long as this Agreement remains in effect: (a) to maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Advances, the Collateral, Liens therein or financing statements filed in connection therewith. The Agent shall not be under any liability for interest on any funds received by the Agent under any Note Document. 4. The duties of the Agent shall be mechanical and administrative in nature; the Agent shall not have by reason of this Note or any other Note Document a fiduciary relationship in respect of any Noteholder; and nothing in this Note or in any other Note Document, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect of this Note or any other Note Document except as expressly set forth herein or therein. Each Noteholder acknowledges, agrees and accepts the terms and conditions of each Note DocumentCollections, and authorizes and instructs the Agent related matters; (b) to execute or to file any and perform its obligationsall financing or similar statements or notices, as applicable. No provision amendments, renewals, supplements, documents, instruments, proofs of this Note or the Note Documents shall require the Agent to advanceclaim, expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers contemplated hereunder. 5. The Agent shall be entitled to rely upon, notices and shall be fully protected in relying upon (and shall not be liable for so relying upon), any communication, request, instrument, note, consent, affidavit, letter, writing, resolution, notice, statement, certificate, e-mail or other electronic message, order, internet or intranet website posting, or other document (or writing), conversation or telephone message signed, sent or made (or authenticated) by (or, in the case of a conversation, with) any Person that the Agent believed to be the proper Person, and, written agreements with respect to the Loan Documents; (c) to make Advances, for itself or on behalf of Lenders as provided in the Loan Documents; (d) to exclusively receive, apply, and distribute the Collections as provided in the Loan Documents; (e) to open and maintain such bank accounts and lock boxes as the Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections; (f) to perform, exercise, and enforce any and all legal matters pertaining other rights and remedies of the Lender Group with respect to this Note any Credit Party, the Obligations, the Collateral, the Collections, or otherwise related to any of same as provided in the Loan Documents; and any other Note Documents (g) to incur and pay such Lender Group Expenses as the Agent may deem necessary or appropriate for the performance and fulfillment of its duties hereunder functions and thereunder, upon advice of legal counsel, independent accountants and other experts and professional advisors selected by powers pursuant to the AgentLoan Documents.

Appointment and Authorization of the Agent. 1. Each Noteholder of the Lenders and each of the Issuing Lenders hereby irrevocably appoints U.S. Bank Trust Company, National Association, the Agent as the administrative its agent and authorizes the collateral agent under Agent to take such actions on its behalf and to exercise such powers as are delegated to the Note Documents as provided in Section 13.9 of this Note. 2. Each Noteholder hereby agrees, that, except as otherwise set forth in this Note, any action taken Agent by the Required Noteholders (or the Agent, at the direction of the Required Noteholders) in accordance with the provisions of this Note or the Note Documents, and the exercise by the Required Noteholders (or the Agent, at the direction of the Required Noteholders) of the powers set forth herein or thereinterms hereof, together with such other actions and powers as are reasonably incidental thereto. The bank serving as the Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent, shall be authorized and binding upon all such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the NoteholdersBorrower or any Subsidiary or other Affiliate thereof as if it were not the Agent hereunder. The Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Unmatured Event of Default or Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Agent is required to exercise in all cases writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be fully protected in acting, or in refraining from acting, necessary under the Note Documents circumstances as provided in accordance with the direction of the Required NoteholdersSection 11.2), and such direction (c) except as expressly set forth herein, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as the Agent or any of its Affiliates in any capacity. The Agent shall not be liable for any action taken or failure to act pursuant thereto not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be binding upon all Noteholders and all future holders necessary under the circumstances as provided in Section 11.2) or in the absence of this Note. 3its own gross negligence or willful misconduct. The Agent shall be deemed not to have no obligation whatsoever knowledge of any Unmatured Event of Default or Event of Default unless and until written notice thereof is given to the Noteholders or to any other Person to assure that the Collateral exists or is owned Agent by the Borrower or any Note Party or is cared fora Lender, protected or insured or that and the Liens granted to the Agent pursuant to any Note Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in this Annex or in the Note Documents. The Agent shall not be responsible for or have a any duty to ascertain or inquire into (i) any statement, warranty or representation made in or warranty regarding in connection with this Agreement, (ii) the existence contents of any certificate, report or collectability other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the Collateralcovenants, agreements or other terms or conditions set forth herein, (iv) the existencevalidity, priority enforceability, effectiveness or perfection of the Agent’s Lien thereon, or any certificate prepared by the Borrower or any Note Party in connection therewith, nor shall the Agent be responsible or liable to the Noteholders for any failure to monitor or maintain any portion of the Collateral, Liens therein or financing statements filed in connection therewith. The Agent shall not be under any liability for interest on any funds received by the Agent under any Note Document. 4. The duties of the Agent shall be mechanical and administrative in nature; the Agent shall not have by reason genuineness of this Note Agreement or any other Note Document a fiduciary relationship in respect agreement, instrument or document, or (v) the satisfaction of any Noteholder; and nothing in this Note or in any other Note Document, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect of this Note or any other Note Document except as expressly condition set forth herein in Article IV or therein. Each Noteholder acknowledgeselsewhere herein, agrees and accepts other than to confirm receipt of items expressly required to be delivered to the terms and conditions of each Note Document, and authorizes and instructs the Agent to execute and perform its obligations, as applicable. No provision of this Note or the Note Documents shall require the Agent to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers contemplated hereunder. 5Agent. The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be fully protected in genuine and to have been signed or sent by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying upon thereon. The Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for so relying uponany action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Agent. Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, the Agent may resign at any time by notifying the Lenders, the Issuing Xxxxxxx and the Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower not to be unreasonably withheld or delayed (or if an Event of Default has occurred and is continuing, in consultation with the Borrower), any communicationto appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, requestthen the retiring Agent may, instrumenton behalf of the Lenders and the Issuing Lenders, noteappoint a successor Agent which shall be a bank with an office in New York, consent, affidavit, letter, writing, resolution, notice, statement, certificate, e-mail or other electronic message, order, internet or intranet website postingNew York, or other document (an Affiliate of any such bank. Upon the acceptance of its appointment as the Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this Article X and Sections 8.1 and 8.2 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or writing)omitted to be taken by any of them while it was acting as the Agent. Notwithstanding the foregoing, conversation or telephone message signedsolely for purposes of maintaining any security interest granted to the Agent under any Collateral Document for the benefit of the Secured Parties, sent or made (or authenticated) by (orthe retiring Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights and bound to the obligations set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Agent, shall continue to hold such Collateral, in each case until such time as a conversation, with) any Person successor Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Agent believed shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest other than is necessary to give effect to the parallel debt undertaking included in any Loan Document). Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder. Without limiting the generality of the foregoing, where the Agent is required or deemed to act as a trustee in respect of any Collateral over which a security interest has been created pursuant to a Loan Document expressed to be the proper Person, and, with respect to all legal matters pertaining to this Note and any other Note Documents and its duties hereunder and thereunder, upon advice of legal counsel, independent accountants and other experts and professional advisors selected governed by the Agentlaws of the United States of America or any state thereof, the obligations and liabilities of the Agent to the Secured Parties in its capacity as trustee shall be excluded to the fullest extent permitted by applicable law.