Rights, Duties and Obligations. 1. Effective as of the Effective Date, the Successor Agent shall be vested with all the rights, powers, discretion and privileges of the Existing Agent (including, for the avoidance of doubt, for the purpose of Italian law, the power to act, also with the authorization pursuant to article 1395 of the Italian Civil Code, as mandatario con rappresentanza of the Lenders) as described in the Existing Credit Documents and the Successor Agent assumes, from and after the Effective Date, the obligations, responsibilities and duties of the Existing Agent in accordance with the terms of the Existing Credit Documents, and, except as set forth in Sections 5 and 6 hereof, the Existing Agent is discharged from all of its duties and obligations as the Administrative Agent, Collateral Agent and Swing Line Lender under the Existing Credit Documents. Nothing in this Agreement or any other Existing Credit Documents shall be deemed a termination of the protective provisions and indemnities (collectively, the “Protective Provisions”) of any Existing Credit Document (including, without limitation, Section 9 and Sections 10.2 and 10.3 of the Credit Agreement, which provisions shall continue in effect for the benefit of the Existing Agent, its sub-agents and their respective affiliates in respect of any actions taken or omitted to be taken by any of them while acting as the Existing Agent or after the date hereof that survive the Existing Agent’s resignation pertaining to GSLP in its capacity as Administrative Agent, Collateral Agent and/or Swing Line Lender. Any amounts owed to the Existing Agent under this Agreement or under the Existing Credit Documents in its capacity as the Existing Agent shall constitute “Obligations” for all purposes of the Existing Credit Documents and shall be entitled to the priority currently afforded thereto by the terms of the Existing Credit Documents. The parties hereby agree that the Protective Provisions shall apply to all actions taken by GSLP in its capacity as the Existing Agent under or in connection with this Agreement or the Existing Credit Documents, whether taken before, on or to the extent in accordance with Section 5 hereof after the Effective Date. The Successor Agent hereby acknowledges that (i) neither the Existing Agent nor any of its affiliates has made or shall be deemed to have made any representation or warranty to the Successor Agent and (ii) it has, independently and without reliance upon the Existing Agent or any of its affil...
Rights, Duties and Obligations. As of the Amendment No. 1 Effective Date, the Successor Agent is hereby vested with all the rights, powers, discretion and privileges of the Administrative Agent and the Collateral Agent, as described in the Loan Documents, and the Successor Agent assumes from and after the Amendment No. 1 Effective Date the obligations, responsibilities and duties of the Administrative Agent and the Collateral Agent, in accordance with the terms of the Loan Documents, and, except as set forth in clause (e) below, the Existing Agent is discharged from all of its duties and obligations as the Administrative Agent and the Collateral Agent under the Loan Documents. Nothing in this Amendment shall be deemed a termination of the provisions of any Loan Document that survive the Existing Agent’s resignation pertaining to DB in its capacity as Administrative Agent, Collateral Agent, Swing Line Lender or L/C Issuer (in each case including, without limitation, Article IX and Sections 10.04 and 10.05 of the Credit Agreement (collectively, the “Surviving Provisions”)). The Company and the Required Lenders expressly agree and acknowledge that the Successor Agent is not assuming any liability in its capacity as Administrative Agent or Collateral Agent (i) under or related to the Loan Documents prior to the Amendment No. 1 Effective Date and (ii) for any and all claims under or related to the Loan Documents that may have arisen or accrued prior to the Amendment No. 1 Effective Date. Each of the Company and the Required Lenders, with respect to their applicable indemnification obligations under the Loan Documents, expressly agrees and confirms that the Existing Agent’s right to indemnification, as set forth in the Loan Documents, shall apply with respect to any and all losses, claims, costs and expenses that the Existing Agent, as applicable, suffers or incurs relating to actions taken or omitted by any of the parties to this Amendment prior to the Amendment No. 1 Effective Date.
Rights, Duties and Obligations. Successor Agent hereby succeeds to and is vested with any and all rights, powers, privileges and duties of the Administrative Agent under and in connection with the Credit Agreement (including the indemnification and exculpation rights applicable to the Administrative Agent pursuant to Article VIII of the Credit Agreement) and each of the Loan Documents (collectively, the “Assigned Loan Documents”), all of which Assigned Loan Documents and any guarantees, Liens, or other rights or interests of Predecessor Agent thereunder are hereby assigned by Predecessor Agent to Successor Agent, it being understood that nothing in this Amendment shall waive, release, limit or otherwise affect the continuing validity of the indemnification, exculpation, expense reimbursement and other applicable provisions of Article VIII and Section 9.3 of the Credit Agreement with respect to any actions taken or omitted to be taken by Predecessor Agent, any of its subagents and any of their respective Affiliates while Predecessor Agent was acting as Administrative Agent (including, without limitation, in connection with this Amendment, the substitution of the Administrative Agent, the assignment of the Assigned Loan Documents or the other actions or transactions contemplated hereby), all of which shall survive Predecessor Agent’s resignation and shall continue in effect for the benefit of Predecessor Agent, any of its subagents and their respective Affiliates. Notwithstanding anything in this Amendment to the contrary, the parties hereto agree that this Amendment does not constitute an assumption by (i) Successor Agent of any liability (if any) or obligation of Predecessor Agent or any of its Affiliates or any appointee or agent of Predecessor Agent arising out of or in connection with any action or inaction by Predecessor Agent, any Affiliate of Predecessor Agent or any appointee or agent of Predecessor Agent under or in connection with the Credit Agreement or any other Loan Document, or (ii) Predecessor Agent of any liability (if any) or obligation of Successor Agent or any of its Affiliates or any appointee or agent of Successor Agent arising out of any action or inaction by Successor Agent, any Affiliates of Successor Agent or such appointee or agent under the Credit Agreement or any other Loan Document. The parties hereto agree that (i) Successor Agent, shall bear no responsibility or liability for any event, circumstance, condition or action existing prior to the effectiveness of...
Rights, Duties and Obligations. OF THE COUNTY 3 SECTION 3.01 RIGHTS, DUTIES, AND OBLIGATIONS OF THE COUNTY 3
Rights, Duties and Obligations. Subsequent to the Closing:
Rights, Duties and Obligations. OF THE CITY 3 SECTION 3.01 RIGHTS, DUTIES, AND OBLIGATIONS OF THE CITY 3 ARTICLE IV. RIGHTS, DUTIES, AND OBLIGATIONS OF THE AGENCY 4 SECTION 4.01 RIGHTS, DUTIES, AND OBLIGATIONS OF THE AGENCY 4 ARTICLE V. TERM AND TERMINATION 4 SECTION 5.01 TERM 4 SECTION 5.02 TERMINATION 5 SECTION 5.03 NOTICE 5 ARTICLE VI. DISPUTE RESOLUTION 5 SECTION 6.01 INTENT AND PROCEDURE 5 SECTION 6.02 MEDIATION 5 SECTION 6.03 LITIGATION 5 SECTION 6.04 VENUE 6 SECTION 6.05 WAIVER OF JURY TRIAL 6 ARTICLE VII. MISCELLANEOUS 6 SECTION 7.01 ASSIGNMENT 6 SECTION 7.02 MODIFICATION 6 SECTION 7.03 GOVERNING LAW 6 SECTION 7.04 SEVERABILITY 6 SECTION 7.05 WAIVER 6 SECTION 7.06 ACKNOWLEDGMENT 6 SECTION 7.07 THIRD PARTY BENEFICIARIES 7 SECTION 7.08 ENTIRE AGREEMENT 7 SECTION 7.09 COUNTERPARTS 7 SECTION 7.10 SURVIVAL 7 SECTION 7.11 FORCE MAJEURE 7 SIGNATURE PAGES ……………………………………………………………… ...... S-1 THROUGH S-2 EXHIBIT A – CITY OF XXXXXXXX BENEFITS GUIDE JOINT POWERS AGREEMENT THIS JOINT POWERS AGREEMENT (the “Agreement”) is made and entered into this th day of October, 2019, (the “Effective Date”), by and between the City of Moorhead, Minnesota, a Minnesota political subdivision (the “City”); and the Xxxxxxxx Public Housing Agency, a municipal corporation and political subdivision of the State of Minnesota (the “Agency”) (collectively, the “Parties”).
Rights, Duties and Obligations. (a) As of the date hereof, BANA is hereby vested with all the rights, powers, discretion and privileges of a Co-Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents, as described herein, and Citibank and BANA jointly assume from and after the date hereof, all of the obligations, responsibilities and duties of a Co-Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents, in accordance with the terms hereof and the Collateral Trust Agreement.
Rights, Duties and Obligations. (a) As of the date hereof, Wilmington is hereby vested with all the rights, powers, discretion and privileges of a Co-Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents, as described herein, and BANA and Wilmington jointly assume from and after the date hereof, all of the obligations, responsibilities and duties of a Co-Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents, in accordance with the terms hereof and the Collateral Trust Agreement.
Rights, Duties and Obligations. (a) As of the Fifth Amendment Effective Date, (i) the Successor Agent shall succeed to and become vested with all the applicable rights, powers, discretion, privileges and shall assume all the applicable duties and obligations of the Retiring Agent as described in the Existing Credit Agreement, the Existing Guarantee and Security Agreement and the other Loan Documents, and shall be bound by the terms thereof in its respective capacities as Administrative Agent, Collateral Agent and Swingline Lender, in each case as if the Successor Agent had been a party to each of the Existing Credit Agreement and the Existing Guarantee and Security Agreement and the other Loan Documents in such respective capacities on and from the date of those agreements, (ii) any reference to the Retiring Agent in the Loan Documents shall be deemed to be a reference to the Successor Agent, and (iii) subject to Sections 5.2(b) and (c) below, the Retiring Agent is hereby discharged from its duties and obligations under the Loan Documents in its capacities as Administrative Agent, Swingline Lender, and Collateral Agent; provided that the provisions of (x) Article VIII and Section 9.03 of the Existing Credit Agreement and (y) Sections 9 and 10.04 of the Existing Guarantee and Security Agreement shall, in each case, continue in effect for the benefit of the Retiring Agent in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent, Swingline Lender or Collateral Agent, as applicable
Rights, Duties and Obligations. Effective as of the Effective Date, Wilmington succeeds and is hereby vested with all the rights, interests, powers, privileges and duties of the Existing Agent under and in connection with the Credit Agreement and the other Loan Documents (other than indemnifications and other rights which, by the terms of the Credit Agreement and the other Loan Documents, survive the Existing Agent's resignation, without acknowledging or implying any right thereto), and the Successor Agent assumes from and after the Effective Date the obligations, responsibilities and duties of the Existing Agent, in accordance with the terms of the Credit Agreement and the other Loan Documents. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree that this Agreement does not constitute an assumption by (a) the Successor Agent of any liability or obligation of Bank of America, any affiliate of Bank of America or any appointee or agent of Bank of America arising out of or in connection with any action or inaction by Bank of America (as Administrative Agent or otherwise), any affiliate of Bank of America or any appointee or agent of Bank of America under or in connection with the Credit Agreement or any other Loan Document, including, without limitation, in respect of any Disputed Matter (as defined below), or (b) Bank of America of any liability or obligation of Wilmington or any appointee or agent thereof arising out of any action or inaction by Wilmington or such appointee or agent under the Credit Agreement or any other Loan Document.
