WITH BORROWER, TO APPOINT A SUCCESSOR, WHICH SHALL BE A
BANK WITH AN OFFICE IN THE UNITED STATES, OR AN AFFILIATE OF ANY SUCH BANK WITH
AN OFFICE IN THE UNITED STATES, AND SHALL BE A QUALIFIED PERSON. IF NO SUCH
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 AND THE
ISSUING BANK, APPOINT A SUCCESSOR AGENT MEETING THE QUALIFICATIONS SET FORTH
ABOVE PROVIDED THAT IF THE AGENT SHALL NOTIFY BORROWER AND THE LENDERS THAT NO
QUALIFYING PERSON HAS ACCEPTED SUCH APPOINTMENT, THEN SUCH RESIGNATION SHALL
NONETHELESS BECOME EFFECTIVE IN ACCORDANCE WITH SUCH NOTICE AND (1) THE RETIRING
AGENT SHALL BE DISCHARGED FROM ITS DUTIES AND OBLIGATIONS HEREUNDER AND UNDER
THE OTHER LOAN DOCUMENTS (EXCEPT THAT IN THE CASE OF ANY COLLATERAL SECURITY
HELD BY THE COLLATERAL AGENT ON BEHALF OF THE LENDERS OR THE ISSUING BANK UNDER
ANY OF THE LOAN DOCUMENTS, THE RETIRING COLLATERAL AGENT SHALL CONTINUE TO HOLD
SUCH COLLATERAL SECURITY AS NOMINEE UNTIL SUCH TIME AS A SUCCESSOR COLLATERAL
AGENT IS APPOINTED) AND (2) ALL PAYMENTS, COMMUNICATIONS AND DETERMINATIONS
PROVIDED TO BE MADE BY, TO OR THROUGH AN AGENT SHALL INSTEAD BE MADE BY OR TO
EACH LENDER AND THE ISSUING BANK DIRECTLY, UNTIL SUCH TIME AS THE REQUIRED
LENDERS APPOINT A SUCCESSOR AGENT AS PROVIDED FOR ABOVE IN THIS PARAGRAPH. UPON
THE ACCEPTANCE OF A SUCCESSOR'S APPOINTMENT AS AGENT HEREUNDER, SUCH SUCCESSOR
SHALL SUCCEED TO AND BECOME VESTED WITH ALL OF THE RIGHTS, POWERS, PRIVILEGES
AND DUTIES OF THE RETIRING (OR RETIRED) AGENT, AND THE RETIRING AGENT SHALL BE
DISCHARGED FROM ALL OF ITS DUTIES AND OBLIGATIONS HEREUNDER OR UNDER THE OTHER
LOAN DOCUMENTS (IF NOT ALREADY DISCHARGED THEREFROM AS PROVIDED ABOVE IN THIS
PARAGRAPH). THE FEES PAYABLE BY BORROWER TO A SUCCESSOR AGENT SHALL BE THE SAME
AS THOSE PAYABLE TO ITS PREDECESSOR UNLESS OTHERWISE AGREED BETWEEN BORROWER AND
SUCH SUCCESSOR. AFTER THE RETIRING AGENT'S RESIGNATION HEREUNDER AND UNDER THE
OTHER LOAN DOCUMENTS, THE PROVISIONS OF THIS ARTICLE IX AND SECTION 10.03 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 THE RETIRING AGENT WAS ACTING AS AGENT.
SECTION 9.07
NON-RELIANCE ON AGENT AND OTHER LENDERS. EACH LENDER
AND THE ISSUING BANK ACKNOWLEDGES THAT IT HAS, INDEPENDENTLY AND WITHOUT
RELIANCE UPON ANY 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 FURTHER REPRESENTS AND
WARRANTS THAT IT HAS REVIEWED THE CONFIDENTIAL INFORMATION MEMORANDUM AND EACH
OTHER DOCUMENT MADE AVAILABLE TO IT ON THE PLATFORM IN CONNECTION WITH THIS
AGREEMENT AND HAS ACKNOWLEDGED AND ACCEPTED THE TERMS AND CONDITIONS APPLICABLE
TO THE RECIPIENTS THEREOF. EACH LENDER AND THE