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

Appointment and Authorization of the Agent. (a) Each Lender hereby irrevocably appoints, designates and authorizes the Agent to act as the “administrative agent” for purposes of the Loan Documents and to take such other action on its behalf in accordance with the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties, in each case as are expressly delegated to the Agent by the terms of this Agreement or any other Loan Document, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Agent have or be deemed to have any fiduciary relationship with any Lender or participant, 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 sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Agent is not intended to connote any 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 create or reflect only an administrative relationship between independent contracting parties. (b) The Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders hereby appoints and authorizes the Agent to act as the agent of such Lender for the purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Loan Party to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Agent, as “collateral agent”, for the purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Agent and the Lenders with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents and acknowledge and agree that any such action by the Agent shall bind the Lenders.

Appointment and Authorization of the Agent. Each of the Lenders hereby irrevocably appoints (a) Each Lender hereby irrevocably appoints, designates the Administrative Agent as its agent and authorizes the Administrative Agent to act as the “administrative agent” for purposes of the Loan Documents and to take such other action actions on its behalf in accordance with the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties, in each case as are expressly delegated to the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof, together with such actions and powers as are reasonably incidental thereto and discretion (b) the Collateral Agent as its agent and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Agent have or be deemed to have any fiduciary relationship with any Lender or participant, 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 sentencepreceding paragraph, the use Collateral Agent (at the direction of the term “agent” herein Administrative Agent) shall have the sole and in exclusive right and authority (to the exclusion of the other Secured Parties), and is hereby authorized, to (i) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding described in Section 7.1(d) or 7.1(e) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Person), (ii) act as collateral agent for each Secured Party for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (iii) manage, supervise and otherwise deal with the Collateral, (iv) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents with reference Documents, (v) except as may be otherwise specified in any Loan Document, exercise all remedies given to the Collateral Agent is not intended and the other Secured Parties with respect to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Insteadthe Loan Parties and/or the Collateral, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Agent shall also act as the “collateral agent” whether under the Loan Documents, applicable law or otherwise and (vi) execute any amendment, consent or waiver under the Loan Documents on behalf of any Lender that has consented in writing to such amendment, consent or waiver; provided, however, that the Collateral Agent hereby appoints, authorizes and directs each of the Lenders hereby appoints and authorizes the Agent Secured Party to act as the collateral sub-agent of such Lender for the Collateral Agent for purposes of acquiring, holding and enforcing any and the perfection of all Liens on with respect to the Collateral, including any deposit account maintained by a Credit Party with, and cash and Cash Equivalents held by, such Secured Party, and may further authorize and direct the Secured Parties to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral granted by any Loan Party subject thereto to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, and each Secured Party hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed. Any bank serving as “collateral agent”an 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 an Agent, for and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the purposes of holding or enforcing any Lien on the Collateral (Borrower or any portion thereof) granted under the Collateral Documents, Subsidiary or for exercising any rights and remedies thereunder at the direction of the Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X other Affiliate thereof as if it were not an Agent hereunder. Neither Agent shall have any duties nor obligations except those expressly set forth in full herein with respect theretoherein. Without limiting the generality of the foregoing, (a) neither Agent shall 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) neither Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that applicable Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders hereby as shall be necessary under the circumstances as provided in Section 11.2), and (c) except as expressly authorize set forth herein, neither Agent shall have any duty to disclose, and shall not be liable for the Agent failure to execute disclose, any and all documents (including releases) with respect information relating to the Collateral and Borrower or any of its Subsidiaries that is communicated to or obtained by the rights bank serving as the applicable Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Agent and Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.2) or in the absence of its own gross negligence or wilful misconduct. No Agent shall be deemed not to have knowledge of any Unmatured Event of Default or Event of Default unless and until written notice thereof is given to the applicable Agent by the Borrower or a Lender, referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” Neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with respect theretothis Agreement, as contemplated (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the applicable Agent. 66 The Agents 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 genuine and to have been signed or sent by the proper Person. The Agents 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 thereon. The Agents 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 any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each 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 such Agent. Each 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 both Agents 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 an Agent. Each party hereto agrees that no amendment, waiver or consent shall, unless in writing and signed by the Collateral Agent, affect the rights or duties of the Collateral Agent under this Agreement or any other Loan Document. Subject to the appointment and acceptance of a successor to the applicable Agent as provided in this paragraph, either Agent may resign at any time by notifying the Lenders, the other Agent 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 such 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 applicable 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. If no successor Agent has accepted appointment as the applicable Agent by the date 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective, the retiring Agent shall be discharged from its duties and obligations hereunder, and the Required Lenders shall perform all of the duties of the retired Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent as provided for above. 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 applicable Agent’s resignation hereunder, the provisions of this Agreement Article X and Sections 8.1 and 8.2 shall continue in effect for the Collateral Documents benefit of such retiring Agent, its sub-agents and acknowledge 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 applicable Agent. Each Lender acknowledges that it has, independently and agree without reliance upon either 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 either 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 by under or based upon this Agreement, the Agent shall bind the Lendersother Loan Documents, any related agreement or any document furnished hereunder or thereunder.

Appointment and Authorization of the Agent. (a) Each Lender hereby irrevocably appoints, designates and appoints the Agent as its representative under this Agreement, the Deed of Trust, the Security Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Agent to act as the “administrative agent” for purposes of the Loan Documents and to take such other action on its behalf in accordance with under the provisions of this Agreement and each other the Loan Document Documents and to exercise such powers and perform such duties, in each case duties as are expressly delegated to the Agent by the terms of this Agreement or any other Loan Document, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding The provisions of this Section 8.1 are solely for the benefit of the Agent and the Borrowers shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere herein in this Agreement or in any other Loan DocumentDocument notwithstanding, the Agent shall not have no any duties or responsibilities, except those expressly set forth herein, nor shall the Agent have or be deemed to have any fiduciary relationship with any Lender or participantLender, 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 sentence, ; it being expressly understood and agreed that the use of the term “agent” herein and in the other Loan Documents with reference to word "Agent" is for convenience only, that the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine merely the representative of any applicable Lawthe Lenders, and only has the contractual duties set forth herein. InsteadExcept as expressly otherwise provided in this Agreement, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The the Agent shall also act as 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 “collateral agent” Agent expressly is entitled to take or assert under or pursuant to this Agreement or the Loan Documents, and each of the Lenders hereby appoints and authorizes the Agent to act as the agent of such Lender for the purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Loan Party to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Agent, as “collateral agent”, for the purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Agent and the Lenders with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents and acknowledge and agree that any such action by the Agent shall bind the Lenders.

Appointment and Authorization of the Agent. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and authorizes the Agent to act as the “administrative agent” for purposes of the Loan Documents and to take such other action on its behalf in accordance with under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties, in each case duties as are expressly delegated to the Agent it by the terms of this Agreement or any other Loan Document, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein in this Agreement or in any other Loan Document, the Agent shall not have no any duties or responsibilities, except those expressly set forth herein, nor shall the Agent have or be deemed to have any fiduciary relationship with any Lender or participantParticipant, 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 sentence, the use of the term “"agent” herein " in this Agreement and in the other Loan Documents with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Lawlaw. Instead, such term is used merely as a matter of market custom custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Agent L/C Issuer shall also act as the “collateral agent” under the Loan Documents, and each on behalf of the Lenders hereby appoints with respect to any Letters of Credit issued by it and authorizes the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (i) provided to the Agent to act as the agent of such Lender for the purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Loan Party to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Agent, as “collateral agent”, for the purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Agent, shall be entitled to the benefits of all provisions of in this Article IX 14 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Article X the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if set forth the term "Agent" as used in full herein this Article 14 and in the definition of "Agent-Related Person" included the L/C Issuer with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Agent to execute any such acts or omissions and all documents (including releasesii) as additionally provided herein with respect to the Collateral and the rights of the Agent and the Lenders with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents and acknowledge and agree that any such action by the Agent shall bind the LendersL/C Issuer.

Appointment and Authorization of the Agent. Each of the Lenders hereby irrevocably appoints (a) Each Lender hereby irrevocably appoints, designates the Administrative Agent as its agent and authorizes the Administrative Agent to act as the “administrative agent” for purposes of the Loan Documents and to take such other action actions on its behalf in accordance with the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties, in each case as are expressly delegated to the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof, together with such actions and powers as are reasonably incidental thereto and discretion (b) the Collateral Agent as its agent and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Agent have or be deemed to have any fiduciary relationship with any Lender or participant, 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 sentencepreceding paragraph, the use Collateral Agent (at the direction of the term “agent” herein Administrative Agent) shall have the sole and in exclusive right and authority (to the exclusion of the other Secured Parties), and is hereby authorized, to (i) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding described in Section 7.1(d) or 7.1(e) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Person), (ii) act as collateral agent for each Secured Party for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (iii) manage, supervise and otherwise deal with the Collateral, (iv) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents with reference Documents, (v) except as may be otherwise specified in any Loan Document, exercise all remedies given to the Collateral Agent is not intended and the other Secured Parties with respect to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Insteadthe Loan Parties and/or the Collateral, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Agent shall also act as the “collateral agent” whether under the Loan Documents, applicable law or otherwise and (vi) execute any amendment, consent or waiver under the Loan Documents on behalf of any Lender that has consented in writing to such amendment, consent or waiver; provided, however, that the Collateral Agent hereby appoints, authorizes and directs each of the Lenders hereby appoints and authorizes the Agent Secured Party to act as the collateral sub-agent of such Lender for the Collateral Agent for purposes of acquiring, holding and enforcing any and the perfection of all Liens on with respect to the Collateral, including any deposit account maintained by a Credit Party with, and cash and Cash Equivalents held by, such Secured Party, and may further authorize and direct the Secured Parties to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral granted by any Loan Party subject thereto to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, and each Secured Party hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed. Any bank serving as “collateral agent”an 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 an Agent, for and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the purposes of holding or enforcing any Lien on the Collateral (Borrower or any portion thereof) granted under the Collateral Documents, Subsidiary or for exercising any rights and remedies thereunder at the direction of the Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X other Affiliate thereof as if it were not an Agent hereunder. Neither Agent shall have any duties nor obligations except those expressly set forth in full herein with respect theretoherein. Without limiting the generality of the foregoing, (a) neither Agent shall 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) neither Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that applicable Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders hereby as shall be necessary under the circumstances as provided in Section 11.2), and (c) except as expressly authorize set forth herein, neither Agent shall have any duty to disclose, and shall not be liable for the Agent failure to execute disclose, any and all documents (including releases) with respect information relating to the Collateral and Borrower or any of its Subsidiaries that is communicated to or obtained by the rights bank serving as the applicable Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Agent and Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.2) or in the absence of its own gross negligence or wilful misconduct. No Agent shall be deemed not to have knowledge of any Unmatured Event of Default or Event of Default unless and until written notice thereof is given to the applicable Agent by the Borrower or a Lender, referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” Neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with respect theretothis Agreement, as contemplated (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the applicable Agent. The Agents 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 genuine and to have been signed or sent by the proper Person. The Agents 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 thereon. The Agents 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 any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each 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 such Agent. Each 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 both Agents 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 an Agent. Each party hereto agrees that no amendment, waiver or consent shall, unless in writing and signed by the Collateral Agent, affect the rights or duties of the Collateral Agent under this Agreement or any other Loan Document. Subject to the appointment and acceptance of a successor to the applicable Agent as provided in this paragraph, either Agent may resign at any time by notifying the Lenders, the other Agent 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 such 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 applicable 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. If no successor Agent has accepted appointment as the applicable Agent by the date 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective, the retiring Agent shall be discharged from its duties and obligations hereunder, and the Required Lenders shall perform all of the duties of the retired Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent as provided for above. 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 applicable Agent’s resignation hereunder, the provisions of this Agreement Article X and Sections 8.1 and 8.2 shall continue in effect for the Collateral Documents benefit of such retiring Agent, its sub-agents and acknowledge 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 applicable Agent. Each Lender acknowledges that it has, independently and agree without reliance upon either 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 either 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 by under or based upon this Agreement, the Agent shall bind the Lendersother Loan Documents, any related agreement or any document furnished hereunder or thereunder.