Rights, Duties and Obligations. As of the Effective Date, the Successor Agent is hereby vested with all the rights, powers, privileges and duties of the Administrative Agent under the Credit Agreement and the other Credit Documents, and the Successor Agent assumes from and after the Effective Date the obligations, responsibilities and duties of the Administrative Agent under the Credit Agreement and the other Credit Documents, all in accordance with the terms of the Credit Documents. As of the Effective Date, the Resigning Agent is discharged from all of its duties and obligations as the Administrative Agent under the Credit Documents. Nothing in this Agreement shall affect the continued validity of the provisions of any Credit Document (including, without limitation, Article VIII and Section 9.5 of the Credit Agreement) in respect of any actions taken or omitted to be taken by the Resigning Agent or any of its Affiliates, employees, agents, officers, directors and subagents (“Indemnitees”) while the Resigning Agent was acting as Administrative Agent, which shall continue in effect for the benefit of the Resigning Agent and the other Indemnitees. The Borrower expressly agrees and acknowledges that (a) the Successor Agent is not assuming any liability for any claims under or related to the Credit Documents that may have arisen or accrued prior to the Effective Date, and, in furtherance of the foregoing, it is hereby understood and agreed that all of the indemnities, exculpations and other protections and privileges afforded to the Administrative Agent under the Credit Documents shall apply to the Successor Agent with respect to any and all matters arising thereunder, regardless of whether they arose before, on or after the Effective Date, and (b) the Resigning Agent is entering into this Agreement in its capacity as Administrative Agent, shall be entitled to the benefits of all of the provisions of the Credit Agreement and the other Credit Documents with respect thereto and, starting on the Effective Date, shall have no continuing responsibility with respect to its duties as Administrative Agent as provided in the Credit Documents. The Successor Agent acknowledges that in acting as the Administrative Agent under the Credit Documents, it shall also act as the “Credit Agreement Representative” for purposes of the Collateral Trust Agreement and the other Credit Documents.
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.
(b) As of the Succession Effective Date, the Successor Collateral Trustee is hereby automatically vested with all the rights, powers, discretion and privileges of the Retiring Collateral Trustee, in its capacity as the Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents effective as of such date and as described therein, and the Successor Collateral Trustee assumes from and after the Succession Effective Date all of the obligations, responsibilities and duties of the Retiring Collateral Trustee, in its capacity as the Collateral Trustee under the Collateral Trust Security Documents effective as of such date and in accordance with the terms of the Collateral Trust Security Documents. Except as expressly set forth herein, nothing in this Agreement shall be deemed to constitute a termination of any provision of any Collateral Trust Security Document (including, without limitation, the Surviving Provisions) that pertain to Citibank in its capacity as the Retiring Collateral Trustee and as Co-Collateral Trustee and that expressly survive the Retiring Collateral Trustee’s resignation. The Loan Parties and the undersigned Representatives hereby agree that the Surviving Provisions that expressly survive the Retiring Collateral Trustee’s resignation shall apply to all actions taken or omitted to be taken by Citibank under or in connection with this Agreement and the Collateral Trust Security Documents, whether taken or omitted before or after the date of this Agreement.
(c) The Loan Parties and the undersigned Representatives acknowledge that Citibank shall have no liability (x) for actions taken or omitted to be taken by Citibank at the direction or with the consent of BANA pursuant to this Agreement, or (y) for actions taken or omitted to be taken by BANA in its capacity as Co-Collateral Trustee or as Successor Collateral Trustee, or (z) for any other event or action relat...
Rights, Duties and Obligations. OF THE COUNTY 3
Rights, Duties and Obligations. Subsequent to the Closing:
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. The Successor Agent hereby succeeds to and is vested with any and all residual rights, powers, privileges and duties of the Administrative Agent and the Collateral Agent under and in connection with the Prior Credit Facility and each of the “Loan Documents” under and as defined in the Prior Credit Facility (collectively, the “Assigned Loan Documents”), all of which Assigned Loan Documents and any guarantees, Liens, or other rights or interests of Resigning Agent thereunder are hereby assigned by the Resigning Agent to the Successor Agent, it being understood that nothing in this Agreement shall affect the continuing validity of the indemnification, exculpation, expense reimbursement and other applicable provisions of Section 10 of the Prior Credit Facility with respect to any actions taken or omitted to be taken by the Resigning Agent, any of its subagents and any of their respective Affiliates (i) while the Resigning Agent was acting as Administrative Agent or as Collateral Agent or (ii) subsequent to the Closing Date pursuant to the requirements of this Agreement, all of which shall survive the Resigning Agent’s resignation and shall continue in effect for the benefit of the Resigning Agent, any of its subagents and their respective Affiliates. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree that this Agreement does not constitute an assumption by (i) the Successor Agent of any liability or obligation of the Resigning Agent or any of its Affiliates or any appointee or agent of the Resigning Agent arising out of or in connection with any action or inaction by the Resigning Agent, any Affiliate of the Resigning Agent or any appointee or agent of the Resigning Agent under or in connection with the Prior Credit Facility or any other “Loan Document” as defined therein prior to the date hereof, or (ii) the Resigning Agent of any liability or obligation of the Successor Agent or any of its Affiliates or any appointee or agent of the Successor Agent arising out of any action or inaction by the Successor Agent, any Affiliates of the Successor Agent or such appointee or agent under this Agreement, or any other Loan Document (as defined in this Agreement). The parties hereto agree that (i) the Successor Agent, shall bear no responsibility or liability for any event, circumstance, condition or action existing prior to the effectiveness of this Agreement with respect to the Prior Credit Facility, any other “Loan Document” as defin...
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.
Rights, Duties and Obligations. OF THE CITY 3 ARTICLE IV. RIGHTS, DUTIES, AND OBLIGATIONS OF THE AGENCY 4 ARTICLE V. TERM AND TERMINATION 4 ARTICLE VI. DISPUTE RESOLUTION 5 ARTICLE VII. MISCELLANEOUS 6
Rights, Duties and Obligations. Your rights, obligations and duties to the Company are governed by this Consulting Agreement, the applicable laws of the United States and the Articles of Incorporation and Bylaws of the Company, as may be adopted from time to time by the Board of Directors of the Company.
Rights, Duties and Obligations. As of the Effective Date, the Successor Agent is hereby vested with all the rights, powers, indemnities and privileges of the Administrative Agent and Collateral Agent, as described in the Loan Documents, and the Successor Agent assumes from and after the Effective Date the obligations, responsibilities and duties of the Administrative Agent and Collateral Agent, in accordance with the terms of the Loan Documents, and, except as set forth in Section 7 below, the Existing Agent is discharged from all of its duties and obligations as the Administrative Agent and Collateral Agent under the Loan Documents from and after the Effective Date. The Borrower and the Majority Lenders expressly agree and acknowledge that the Successor Agent is not assuming any liability (i) under or related to the Loan Documents prior to the Effective Date, (ii) for any and all claims under or related to the Loan Documents that may have arisen or accrued prior to the Effective Date, or (iii) for any acts or omissions of the Existing Agent. The Borrower and the Majority Lenders, with respect to their indemnification obligations under the Loan Documents, expressly agree and confirm that the Existing Agent’s right to indemnification, as set forth in the Loan Documents, shall continue to apply and remain in full force and effect after the Effective Date in accordance with the Loan Documents.
