Common use of Rights, Duties and Obligations Clause in Contracts

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. As Notwithstanding anything to the contrary in the Credit Agreement or the other Fundamental Documents, as of the Effective Date, Date (a) the Successor Agent is hereby vested with all the rights, powers, discretion and privileges and duties of the Administrative Agent under Existing Agent, as described in the Credit Agreement and the other Credit Fundamental Documents, and the Successor Agent assumes from and after the Effective Date the obligations, all of the responsibilities and duties of the Administrative Agent under the Credit Agreement and the other Credit DocumentsExisting Agent, all in accordance with the terms of the Credit Documents. As of Fundamental Documents and (b) the Effective Date, the Resigning Existing Agent is discharged from all of its duties and obligations as the Administrative Agent under the Credit Fundamental Documents. Nothing in this Agreement shall affect the continued validity be deemed a termination of the provisions of any Credit Fundamental Document (including, without limitation, Article VIII Articles 12 and Section 9.5 13 of the Credit Agreement) that survive the Existing Agent’s resignation pertaining to JPMorgan Chase 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 capacity as Administrative Agent, which shall continue in effect for the benefit of the Resigning Agent and the other Indemnitees. The Borrower and the Required Lenders expressly agrees agree and acknowledges acknowledge that (a) the Successor Agent is not assuming any liability (i) under or related to the Fundamental Documents prior to the Effective Date and (ii) for any and all claims under or related to the Credit Fundamental Documents that may have arisen or accrued prior to the Effective Date, and, in furtherance . Each of the foregoingBorrower and the Required Lenders, it is hereby understood and agreed that all of the indemnities, exculpations and other protections and privileges afforded with respect to the Administrative Agent their applicable indemnification obligations under the Credit Documents Fundamental Documents, expressly agrees and confirms that the Successor Agent’s right to indemnification, as set forth in the Fundamental Documents, shall apply to the Successor Agent with respect to any and all matters arising thereunderlosses, regardless claims, costs and expenses that the Successor Agent suffers, incurs or is threatened with relating to actions taken or omitted by any of whether they arose before, on or after the Parties to this Agreement prior to the Effective Date. The parties hereto agree that nothing herein shall be deemed to constitute a transfer by JPMorgan Chase of any of its rights or obligations as First Lien Agent under any of the Fundamental Documents (as defined in the First Lien Agreement), and (b) the Resigning or impose on First Lien Agent is entering into this Agreement any obligations to share any information received by JPMorgan Chase in its capacity as Administrative First Lien Agent or to take any other action in its capacity as First Lien 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. As of the Effective Date, the Successor Agent hereby succeeds to and is hereby vested with any and all the rights, powers, privileges and duties of the Administrative Agent under and in connection with the Credit Agreement (including the indemnification and the other Credit Documents, and the Successor Agent assumes from and after the Effective Date the obligations, responsibilities and duties of exculpation rights applicable to 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, pursuant to Article VIII and Section 9.5 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 of to any actions taken or omitted to be taken by the Resigning Agent or Predecessor Agent, any of its Affiliates, employees, agents, officers, directors subagents and subagents (“Indemnitees”) any of their respective Affiliates while the Resigning 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 Resigning contrary, the parties hereto agree that this Amendment does not constitute an assumption by (i) Successor Agent and 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 IndemniteesLoan 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 Borrower expressly agrees and acknowledges parties hereto agree that (ai) the Successor Agent is not assuming any Agent, shall bear no responsibility or liability for any claims under event, circumstance, condition or related action existing prior to the effectiveness of this Amendment with respect to the Credit Documents that may have arisen Agreement, any other Loan Document, or accrued prior to the Effective Datetransactions contemplated thereby, andand (ii) Predecessor Agent, in furtherance of the foregoingshall bear no responsibility or liability for any event, it is hereby understood and agreed that all of the indemnitiescircumstance, 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 condition or action arising thereunder, regardless of whether they arose before, on or after the effectiveness of this Amendment with respect to the Credit Agreement, any other Loan Document, or the transactions contemplated thereby. From and after the Amendment Effective Date, all possessory Collateral held by Predecessor Agent for the benefit of the Secured Parties shall be deemed to be held by Predecessor Agent as agent and bailee for Successor Agent for the benefit of the Secured Parties until such time as such possessory collateral has been delivered to Successor Agent (bor its sub-agent). The Borrower (for itself and on behalf of the other Loan Parties) the Resigning agrees that Successor Agent is entering into this Agreement authorized, as it may deem necessary or appropriate, to file or register, in its capacity as Administrative Agenteach case at Borrower’s sole cost and expense, shall be entitled to the benefits of all of the provisions of the Credit Agreement and the in any applicable jurisdiction such financing statements, financing statement amendments or other Credit Documents with respect thereto andfilings, 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 each instance covering any of the Collateral Trust Agreement and the described in any Assigned Loan Document or any other Credit Documentsagreement, instrument or document delivered or entered into under or in connection therewith or furnished pursuant thereto.

Rights, Duties and Obligations. As of the Effective Date, the Successor Agent is hereby vested with all the rights, powers, powers and privileges and duties of the Administrative Agent under Agent, as described in 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 DocumentsAgent, all in accordance with the terms of the Credit Documents. As of Documents and the Effective Date, the Resigning Existing Agent is discharged from all of its duties duties, responsibilities and obligations as the Administrative Agent under the Credit Documents. Nothing in this Agreement shall affect , and nothing contained herein is intended to create any ongoing duty or obligation on the continued validity part of the Existing Agent, except as expressly provided herein. The parties hereto hereby confirm that all provisions of any the Credit Document Documents as in existence on the date hereof (including, without limitation, Article VIII and Section 9.5 9.03 of the Credit Agreement) to the extent they pertain to the Existing Agent, continue in effect for the benefit of the Existing Agent 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 Existing Agent was acting as Administrative Agent, which shall continue in effect for Agent and inure to the benefit of the Resigning Existing Agent in respect of its obligations under Section 5 hereof. The Borrower, the Existing Agent and the other Indemnitees. The Borrower Required Lenders expressly agrees agree and acknowledges acknowledge that (a) the Successor Agent is not assuming any liability in the capacity as Administrative Agent (i) for any action, event or omission under or related to the Credit Documents that occurred prior to the Effective Date and (ii) for any and all claims under or related to the Credit Documents that may have arisen or accrued prior to the Effective Date, and, in furtherance . Each of the foregoingBorrower and the Required Lenders, it is hereby understood and agreed that all of the indemnities, exculpations and other protections and privileges afforded with respect to the Administrative Agent their applicable indemnification obligations under the Credit Documents Documents, expressly agrees and confirms that the Successor Agent’s right to indemnification, as set forth in the Credit Documents, shall apply to the Successor Agent with respect to any and all matters arising thereunderlosses, regardless claims, costs and expenses (including, but not limited to, attorneys’ fees and expenses) that the Successor Agent suffers, incurs or is threatened with relating to actions taken or omitted by any of whether they arose before, on or after the parties to this Agreement prior to 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 Effective Date, the Successor Agent is hereby vested with all the rights, powers, discretion and privileges and duties of the Administrative Agent under Agent, as described in the Credit Agreement and the other Credit Loan 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 DocumentsAgent, all in accordance with the terms of the Credit Loan Documents. As of the Effective Date, and, except as set forth in Section 6 below, the Resigning Existing Agent is discharged from all of its duties and obligations as the Administrative Agent under the Credit Loan Documents. Nothing in this Agreement shall affect the continued validity be deemed a termination of the provisions of any Loan Document that expressly survive Credit Document Suisse’s resignation in its capacity as Agent (including, without limitation, Article VIII 8 and Section 9.5 9.03 of the Credit AgreementAgreement (collectively, the “Agency Surviving Provisions”)), which provisions shall inure to the benefit of the Existing Agent (and, as and to the extent provided therein, each other sub-agents appointed by it) in respect of as to any actions taken or omitted to be taken by while it was “Agent” under 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 Credit Agreement and the other Indemnitees. Loan Documents. (b) The Administrative Borrower and, pursuant to the Second Amendment, the Required Lenders expressly agrees agree and acknowledges acknowledge that (a) the Successor Agent is not assuming any liability (i) under or related to the Loan Documents prior to the Effective Date and (ii) for any and all claims under or related to the Credit Loan Documents that may have arisen or accrued prior to the Effective Date, and, in furtherance of . (c) The Administrative Borrower hereby expressly agrees and confirms and the foregoing, it is hereby understood Required Lenders have agreed and agreed that all of the indemnities, exculpations and other protections and privileges afforded confirmed pursuant to the Administrative Agent Second Amendment, with respect to their applicable indemnification obligations under the Credit Documents Loan Documents, that the Existing Agent’s right to indemnification, as set forth in the Loan Documents, shall apply to the Successor Agent with respect to any and all matters arising thereunderlosses, regardless claims, costs and expenses that the Existing Agent, suffers or incurs relating to actions taken or omitted by any of whether they arose beforethe parties to this Agreement prior to the Effective Date. (d) The parties hereto agree that neither Credit Suisse, in its individual capacity and in its capacity as the Existing Agent, nor any of its Affiliates, shall bear any responsibility or liability for any actions taken or omitted to be taken by the Successor Agent or otherwise under this Agreement or, on or and after the Effective Date, and the Credit Agreement or any of the other Loan Documents. (be) As of the Effective Date, the Resigning Agent Issuing Bank is entering into discharged from all of its duties and obligations as an Issuing Bank under the Loan Documents, except as set forth in Section 2.05(i)(iii) of the Credit Agreement with respect to the Existing Credit Suisse Letters of Credit. Notwithstanding anything to the contrary herein, nothing in this Agreement shall be deemed a termination of the provisions of any Loan Document that expressly survive Credit Suisse’s resignation in its capacity as Administrative AgentIssuing Bank (including, without limitation, Sections 2.05 and 9.03 of the Credit Agreement (the “Letter of Credit Surviving Provisions”, and together with the Agency Surviving Provisions, the “Surviving Provisions”)), which provisions shall be entitled inure to the benefits of all benefit of the provisions of Resigning Issuing Bank as to any actions taken or omitted to be taken while it was “Issuing Bank” under the Credit Agreement and the other Credit Documents Loan Documents. The Administrative Borrower hereby expressly agrees and confirms and the Revolving Lenders and Issuing Banks have agreed and confirmed pursuant to the Second Amendment, with respect thereto andto their applicable indemnification obligations under the Loan Documents, starting on that the Resigning Issuing Bank’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 Resigning Issuing Bank suffers or incurs relating to actions taken or omitted by any of the parties to this Agreement prior to 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 Fifth Amendment Effective Date, (i) the Successor Agent is hereby 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 under and Swingline Lender, in each case as if the Successor Agent had been a party to each of the Existing Credit Agreement and the other Credit Documents, Existing Guarantee and the Successor Agent assumes from and after the Effective Date the obligations, responsibilities and duties of the Administrative Agent under the Credit Security Agreement and the other Credit DocumentsLoan Documents in such respective capacities on and from the date of those agreements, all (ii) any reference to the Retiring Agent in accordance with the terms of Loan Documents shall be deemed to be a reference to the Credit Documents. As of the Effective DateSuccessor Agent, and (iii) subject to Sections 5.2(b) and (c) below, the Resigning Retiring Agent is hereby discharged from all of its duties and obligations as the Administrative Agent under the Credit Documents. Nothing Loan Documents in this Agreement shall affect the continued validity of its capacities as Administrative Agent, Swingline Lender, and Collateral Agent; provided that the provisions of any Credit Document (including, without limitation, x) Article VIII and Section 9.5 9.03 of the Existing Credit AgreementAgreement 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 the Resigning Agent or any of its Affiliates, employees, agents, officers, directors and subagents (“Indemnitees”) it while the Resigning Agent it was acting as Administrative Agent, which Swingline Lender or Collateral Agent, as applicable (b) The Borrower and the Lenders expressly agree and acknowledge that (i) the Successor Agent shall continue bear no responsibility for any actions taken or omitted to be taken by the Retiring Agent prior to the Fifth Amendment Effective Date in effect for the benefit any of the Resigning its capacities as Administrative Agent, Collateral Agent and Swingline Lender under the other Indemnitees. The Borrower expressly agrees Loan Documents and acknowledges that (aii) the Successor Agent is not assuming any liability (A) under or related to the Loan Documents prior to the Fifth Amendment Effective Date, (B) for any and all claims under or related to the Credit Loan 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 Fifth Amendment Effective Date, and (bC) has not made an independent investigation as to the Resigning completeness or accuracy of the attachments and Schedules 4821-9346-7543 attached hereto and the information contained herein or therein, and may conclusively rely thereon for all purposes under the Existing Credit Agreement and the Existing Guarantee and Security Agreement and other Loan Documents. (c) The Retiring Agent is entering into this Agreement in its capacity expressly agrees and acknowledges that (i) it shall continue to bear responsibility for any actions taken or omitted to be taken by the it while it served as Administrative Agent, shall be entitled to Collateral Agent and Swingline Lender under the benefits of all of Loan Documents; 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 other Credit 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 or Collateral Agent, as applicable, and (ii) the Successor Agent is not assuming any liability of the Retiring Agent (A) under or related to the Loan Documents with respect thereto andprior to the Fifth Amendment Effective Date and (B) for any and all claims under or related to the Loan Documents that may have arisen or accrued prior to the Fifth Amendment Effective Date. Each of the Obligors confirms as of the date hereof that it has no actual knowledge of any claim against the Retiring Agent under the Loan Documents. (d) The Retiring Agent hereby transfers and assigns to the Successor Agent, starting effective on and after the Fifth Amendment Effective Date, shall have no continuing responsibility each of the Liens and security interests granted to the Retiring Agent under the Loan Documents and the Successor Agent hereby assumes all such Liens, for its benefit and for the ratable benefit of all other Secured Parties (as defined in the Guarantee and Security Agreement) under the Loan Documents. Each of the Borrower and the Retiring Agent authorizes the Successor Agent to file any Uniform Commercial Code (as in effect from time to time in the State of New York, the “UCC”) assignments or amendments with respect to its duties as Administrative Agent as provided the UCC financing statements, mortgages, and other filings 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 respect of the Collateral Trust Agreement as the Successor Agent deems reasonably necessary or desirable to maintain or perfect the Collateral. (e) The Retiring Agent covenants and agrees that it will use commercially reasonable efforts to take all actions reasonably requested by the other Credit Successor Agent or its representatives at the cost of the Borrower to facilitate the transfer of information in its possession with respect to the Loan Documents needed by the Successor Agent in connection with the Loan Documents.

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 and duties of the Administrative Agent under the Credit Agreement and the other Credit 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 under the Credit Agreement and the other Credit DocumentsCollateral Agent, all in accordance with the terms of the Credit Loan Documents. As of the Effective Date, and, except as set forth in clause (e) below, the Resigning Existing Agent is discharged from all of its duties and obligations as the Administrative Agent and the Collateral Agent under the Credit Loan Documents. Nothing in this Agreement Amendment shall affect the continued validity be deemed a termination of the provisions of any Credit 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 VIII IX and Section 9.5 Sections 10.04 and 10.05 of the Credit Agreement) in respect of any actions taken or omitted to be taken by Agreement (collectively, the Resigning Agent or any of its Affiliates, employees, agents, officers, directors and subagents (“IndemniteesSurviving Provisions”) while the Resigning Agent was acting as Administrative Agent, which shall continue in effect for the benefit of the Resigning Agent )). The Company and the other Indemnitees. The Borrower Required Lenders expressly agrees agree and acknowledges acknowledge that (a) 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 Credit Loan Documents that may have arisen or accrued prior to the Amendment No. 1 Effective Date, and, in furtherance . Each of the foregoingCompany and the Required Lenders, it is hereby understood and agreed that all of the indemnities, exculpations and other protections and privileges afforded with respect to the Administrative Agent their applicable indemnification obligations under the Credit Documents Loan Documents, expressly agrees and confirms that the Existing Agent’s right to indemnification, as set forth in the Loan Documents, shall apply to the Successor Agent with respect to any and all matters arising thereunderlosses, regardless claims, costs and expenses that the Existing Agent, as applicable, suffers or incurs relating to actions taken or omitted by any of whether they arose before, on or after the parties to this Amendment prior to the Amendment No. 1 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 Effective Date, the Successor Agent is hereby shall be vested with all the rights, powers, discretion and privileges and duties of the Administrative Existing Agent under as described in the Credit Agreement and the other Credit Documents, Loan Documents and the Successor Agent assumes assumes, from and after the Effective Date Date, the obligations, responsibilities and duties of the Administrative Existing Agent under the Credit Agreement and the other Credit Documents, all in accordance with the terms of the Credit Loan Documents. As of the Effective Date, and, except as set forth in Section 5 below, the Resigning Existing Agent is discharged from all of its duties and obligations as the Administrative Agent under the Credit Loan Documents. Nothing in this Agreement shall affect the continued validity be deemed a termination of the rights, benefits, immunities, exculpatory provisions and indemnities in favor of the Administrative Agent (collectively, the “Protective Provisions”) of any Credit Loan Document (including, without limitation, Article VIII and Section 9.5 9.03 of the Credit Agreement) , which provisions shall continue in effect for the benefit of the Existing 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 acting as the Resigning Existing Agent or any of after the date hereof) that survive the Existing Agent’s resignation pertaining to FP in its Affiliates, employees, agents, officers, directors and subagents (“Indemnitees”) while the Resigning Agent was acting capacity as Administrative Agent, which . Any amounts owed to the Existing Agent under this Agreement or under the Loan Documents in its capacity as the Existing Agent shall continue in effect constitute “Obligations” for the benefit all purposes of the Resigning Agent Loan Documents and shall be entitled to the other Indemniteespriority currently afforded thereto by the terms of the Loan Documents. The Borrower expressly agrees and acknowledges parties hereby agree 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 Protective Provisions shall apply to all actions taken by FP in its capacity as the Successor Existing Agent under or in connection with respect to any and all matters arising thereunderthis Agreement or the Loan Documents, regardless of whether they arose taken before, on or after the Effective Date. The Successor Agent hereby acknowledges that (i) except for the certifications set forth in Section 3, neither the Existing Agent nor any of its Related Parties 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 Related Parties, made its own decision to enter into this Agreement and the transactions contemplated hereby. (b) the Resigning Wilmington Trust shall bear no responsibility or liability for any actions taken or omitted to be taken by FP while it served as Existing Agent is entering into this Agreement in its capacity as Administrative Agent, shall be entitled to the benefits of all of the provisions of under the Credit Agreement and the other Credit Loan Documents with respect thereto andor for any other actions, starting on omissions, events, or claims related to the Loan Documents which occurred or arose prior to the Effective Date (including, without limitation, calculations, determinations, or distributions made under the Loan Documents prior to the Effective Date). (c) As of the Effective Date, FP shall have bear no continuing responsibility with respect for any actions taken or omitted to its duties be taken by Wilmington Trust 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 Loan Documents. (d) The Protective Provisions shall apply with respect to any and all losses, claims, damages, liabilities, costs and expenses that the Successor Agent or its Related Parties suffers, incurs or is threatened with arising out of or relating to (i) this Agreement and any other Loan Document, (ii) the performance of the parties hereto of their respective obligations hereunder, (iii) the consummation of the transactions, succession and assignment contemplated hereby or (iv) any actions, omissions, events, occurrences or claims described in clause 2(b) above. (e) The Successor Agent shall be entitled to conclusively rely upon, and shall not incur any liability for relying upon (including, without limitation, for the purpose of making any calculation, determination, or distribution under the Loan Documents), the records, Register, and other information supplied to it by any Lender, FP, the Borrower or the other Loan Parties. The Loan Parties and the Required Lenders acknowledge and agree that the Successor Agent (i) shall be entitled to rely upon, and shall be fully protected in relying upon, the list of material Loan Documents set forth in Schedule 1, and (ii) shall not be deemed to have any knowledge or notice of any material Loan Document that is not set forth on Schedule 1 until it has actually received a copy or notice of such Loan Document. The Required Lenders acknowledge and agree that the Successor Agent (x) shall be entitled to rely upon, and shall be fully protected in relying upon, the list of UCC filings set forth in Schedule 4, and (y) shall not be deemed to have any knowledge or notice of any UCC filing that is not set forth on Schedule 4 until it has actually received a copy or notice of such UCC filing, as applicable. (f) The Successor Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given after the Effective Date to the Successor Agent by the Borrower or a Lender in accordance with the Credit Agreement. (g) Each of the parties hereto acknowledges and agrees that Wilmington Trust, in succeeding to the position of Administrative Agent, (i) has undertaken no analysis of the Loan Documents or the Collateral and (ii) has made no determination as to (x) the validity, enforceability, effectiveness, perfection, or priority of any Liens granted or purported to be granted pursuant to the Loan Documents or (y) the accuracy or sufficiency of the documents, filings, recordings and other actions taken to create, perfect, maintain or continue the existence, perfection or priority of the Liens granted or purported to be granted pursuant to the Loan Documents. Wilmington Trust shall be entitled to assume that, as of the date hereof, all Liens purported to be granted and perfected pursuant to the Loan Documents are valid and perfected Liens having the priority intended by the Lenders and the Loan Documents.

Rights, Duties and Obligations. As of the First Amendment Effective Date, (a) the Successor Administrative Agent is hereby vested with all the rights, powers, privileges and duties of the Administrative Agent under Agent, as described in the Credit Agreement and the other Credit Loan Documents, and (b) the Successor Administrative Agent assumes from and after the First Amendment Effective Date the obligations, responsibilities and duties of the Administrative Agent under the Credit Agreement and the other Credit DocumentsAgent, all in accordance with the terms of the Credit Documents. As of Loan Documents and (c) the Effective Date, the Resigning Exiting Administrative Agent is discharged from all of its duties and obligations as the Administrative Agent under the Credit Loan Documents. All fees payable to the Successor Administrative Agent shall be agreed in a separate agreement between the Borrower and the Successor Administrative Agent. Nothing in this Agreement First Amendment shall affect be deemed a termination of any provision of any Loan Document pertaining to Citibank, N.A. in its capacity as Administrative Agent that expressly survives the continued validity Exiting Administrative Agent’s resignation and such provisions shall continue in effect in accordance with their terms for the benefit of the provisions of any Credit Document (includingExiting Administrative Agent, without limitation, Article VIII its subagents and Section 9.5 of the Credit Agreement) their respective Related Parties 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”) them while the Resigning Exiting Administrative 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 Administrative Agent is not assuming any liability in its capacity as administrative agent for the Lenders (i) under or related to the Loan Documents prior to the First Amendment Effective Date and (ii) for any and all claims under or related to the Credit Loan Documents that may have arisen or accrued prior to the First Amendment Effective Date. The Borrower expressly agrees and confirms that the Successor Administrative Agent’s right to indemnification, andas set forth in the Loan Documents, 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 thereunderlosses, regardless claims, costs and expenses that the Successor Administrative Agent suffers, incurs or is threatened with relating to actions taken or omitted by any of whether they arose before, on or after the parties to this First Amendment prior to the First Amendment 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. As of the Amendment Effective Date, the Successor New Agent is hereby shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the Administrative Agent under as described in the Credit Loan Agreement and the other Credit Loan Documents, and shall be bound by the Successor Agent assumes from and after the Effective Date the obligationsterms thereof, 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 Existing Agent is hereby discharged from all of its duties and obligations as the Administrative Agent under the Credit Loan Documents. Nothing in this Agreement Amendment No. 1 shall affect the continued validity be deemed a termination of the provisions of any Credit Loan Document (including, without limitation, that accrue to the benefit of any retiring or resigning Agent. The parties hereby agree that the provisions of Article VIII XI and Section 9.5 Sections 12.2 and 12.9 of the Credit Agreement) in respect Loan Agreement shall inure to the benefit of the Existing Agent as to any actions taken or omitted to be taken by it while acting as the Agent under the Loan Agreement and the other Loan Documents (collectively, the “Retained Rights”). Borrower and the Requisite Lenders expressly agree and acknowledge that the New Agent shall bear no responsibility for any actions taken or omitted to be taken by the Resigning Existing Agent or any of its Affiliates, employees, agents, officers, directors and subagents (“Indemnitees”) while the Resigning Existing Agent was acting served as Administrative Agent, which shall continue in effect for the benefit of Agent under the Resigning Agent Loan Documents. Borrower and the other Indemnitees. The Borrower Requisite Lenders expressly agrees agree and acknowledges acknowledge that the New Agent (a) the Successor Agent is not assuming any liability (i) under or related to the Loan Documents prior to the Amendment Effective Date or (ii) for any and all claims under or related to the Credit Loan 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 Amendment Effective Date, and (b) has not made an independent investigation as to the Resigning completeness or accuracy of the Schedules attached hereto and the information contained herein or therein, and may conclusively rely thereon for all purposes under the Loan Agreement. The Existing Agent expressly agrees and acknowledges that the New Agent is entering into not assuming any liability of the Existing Agent (x) under or related to the Loan Documents prior to the Amendment Effective Date or (y) for any and all claims under or related to the Loan Documents that may have arisen or accrued prior to the Amendment Effective Date. Each of Borrower and the Requisite Lenders, with respect to their applicable indemnification obligations under the Loan Documents, expressly agrees and confirms that the New Agent’s right to indemnification, as set forth in the Loan Documents (as amended by this Agreement Amendment No. 1), shall apply with respect to any and all losses, claims, costs and expenses that the New Agent (in its capacity as Administrative Agentsuch) suffers, shall be entitled incurs or is threatened with relating to the benefits of all actions taken or omitted by any of the provisions of parties to this Amendment No. 1 in connection with the Credit Agreement transactions contemplated by this Amendment No. 1 and the other Credit Loan Documents with respect thereto and, starting on prior to the Amendment 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. As Effective as of the Effective Date, the Successor Agent hereby succeeds to and is hereby vested with all the rights, powers, privileges and duties of the Administrative Agent under and in connection with the Revolving Credit Agreement and the other Credit Assigned Loan 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 it being understood that nothing in this Agreement shall affect the continued continuing validity of the indemnification, exculpation, expense reimbursement and other applicable provisions of any Credit Document (including, without limitation, Article VIII XI and Section 9.5 12.03 of the Revolving Credit Agreement) in Agreement and of any other Loan Document with respect of to any actions taken or omitted to be taken by the Resigning Agent or Agent, any of its Affiliates, employees, agents, officers, directors subagents and subagents (“Indemnitees”) their respective Related Parties while the Resigning Agent was acting as Administrative Agent, all of which shall survive the Resigning Agent’s resignation and shall continue in effect for the benefit of the Resigning Agent Agent, any of its subagents and their respective Related Parties. Notwithstanding anything in this Agreement to the other Indemnitees. The Borrower expressly agrees and acknowledges contrary, the parties hereto agree that this Agreement does not constitute an assumption by (a) the Successor Agent is not assuming of any liability or obligation of the Resigning Agent, any Affiliate of the Resigning Agent 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 Revolving Credit Agreement or any other Loan Document, or (b) the Resigning Agent 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 Revolving Credit Agreement or any other Loan Document. The parties hereto agree that (i) Wilmington, in its individual capacity and in its capacity as Successor Agent, shall bear no responsibility or liability for any claims under event, circumstance, condition or related to the Credit Documents that may have arisen or accrued action existing 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 the Collateral, the Revolving Credit Agreement or any other Loan Document, or the transactions contemplated thereby, and all matters (ii) Xxxxx Fargo, in its individual capacity and in its capacity as Resigning Agent, shall bear no responsibility or liability for any event, circumstance, condition or action 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 Date with respect to its duties as Administrative Agent as provided in the Credit Documents. The Successor Agent acknowledges that in acting as Collateral, the Administrative Agent under the Credit Documents, it shall also act as the “Revolving Credit Agreement Representative” for purposes of or any other Loan Document, or the Collateral Trust Agreement and the other Credit Documentstransactions contemplated thereby.

Rights, Duties and Obligations. a. As of the Effective Date, the Successor Agent is hereby vested with all the rights, powers, privileges and duties of the Administrative Existing Agent under the Credit Agreement and the other Credit Documents, and the Successor in its capacity as 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 Loan Documents. b. As of the Effective Date, and except as set forth in Section 2(c), Section 2(e) and Section 4 below, the rights, powers, duties and obligations of the Existing Agent, in its capacity as Agent under the Loan Documents, shall be removed and discharged, respectively. Nothing in this Section 2 shall be deemed to affect the indemnification of Existing Agent and payment of expenses for the Existing Agent as provided for in Sections 2(h) and 5(a)(iii) hereof or pursuant to the Loan Documents (including, without limitation, Sections 8.3, 8.7 and 9.5 thereof). c. As of the Effective Date, the Resigning Existing Agent is discharged from hereby assigns to the Successor Agent, and the Successor Agent hereby assumes, all Liens and all other rights, titles, interests, powers, powers of its duties attorney, and obligations privileges (including any claims, awards, and judgments) of the Existing Agent as the Administrative Agent secured creditor or lien holder under the Credit Agreement, the Security Documents and the other Loan Documents. Nothing in this Agreement shall affect the continued validity of the provisions of any Credit Document (, including, without limitation, Article VIII all Liens evidenced by (i) Uniform Commercial Code financing statements, (ii) the Deed of Trust and Section any other Mortgage and (iii) any intellectual property security agreements filed with the United States Patent and Trademark Office or the United States Copyright Office, as applicable. All such Liens shall continue and remain in effect in all respects following the Effective Date and are hereby ratified and reaffirmed by the Loan Parties. On and after the Effective Date, any Collateral in the possession or control of the Existing Agent, for the benefit of itself and the Secured Lenders, shall be deemed to be held or controlled, as applicable, by the Existing Agent, as agent and bailee for the Successor Agent, for the benefit of the Successor Agent and the Secured Lenders, until such time as such Collateral has been delivered to the Successor Agent or new control agreements in respect thereof have been entered into in favor of the Successor Agent, as applicable. Without limiting the generality of the foregoing, (i) any and all references to B. Xxxxx on any publicly filed document (to the extent such filing relates to Liens assigned to the Successor Agent hereby and until such filing is modified to reflect the interest of Alter Domus, as Successor Agent) shall constitute a reference to “B. Xxxxx Securities, Inc.” as the nominee and collateral sub-agent of the Successor Agent solely for purposes of perfection and (ii) any reference to B. Xxxxx as an additional insured and/or loss payee under any insurance (including title insurance) required to be maintained pursuant to the Loan Documents shall constitute a reference to “B. Xxxxx Securities, Inc.” as collateral sub-agent of the Successor Agent. d. Each of the Existing Agent and the Loan Parties hereby authorize the Successor Agent to file any assignments or amendments with respect to Uniform Commercial Code financing statements, filings with the United States Patent and Trademark Office and the United States Copyright Office, and any other filings in respect of the Collateral as the Successor Agent or the Required Lenders deem reasonably necessary or desirable as determined in consultation with the Existing Agent to evidence the assignment of the Liens to the Successor Agent hereby. Each of the Loan Parties shall promptly deliver, or cause to be delivered, to the Successor Agent all insurance certificates and endorsements, naming the Successor Agent as loss payee or additional insured, as appropriate, as required by the Credit Agreement. e. As of the Effective Date, notwithstanding anything herein or in the Credit Agreement to the contrary, Sections 8 and 9.5 of the Credit Agreement) Agreement together with any other provision of any Loan Document that is intended to be for the benefit of any resigning or predecessor Agent shall survive the Existing Agent’s resignation thereunder and hereunder and shall inure to the benefit of B. Xxxxx and its Affiliates in respect of any action taken or omitted to be taken by the Existing Agent pursuant to the Credit Agreement, under or in connection with this Agreement, or the Loan Documents or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder (including without limitation for any actions taken or omitted to be taken by the Resigning Agent or any of its Affiliates, employees, agents, officers, directors and subagents (“Indemnitees”) them in connection with any of the foregoing while the Resigning Existing Agent was acting as Administrative Agent, which shall continue in effect Agent and while Existing Agent was acting as bailee or sub-agent for the benefit Successor Agent) or the consummation of the Resigning transactions contemplated hereby or thereby, whether taken or omitted to be taken before or after the Effective Date, in its capacity as Agent and under the other Indemnitees. Loan Documents. f. The Borrower expressly agrees and acknowledges that (a) the Successor Agent is not assuming any liability for any claims (i) under or related to the Credit Loan Documents that may have arisen or accrued prior to the Effective Date, andor (ii) for any and all claims under or related to the Loan Documents that may have arisen or accrued prior to the Effective Date. (i) The Successor Agent shall bear no responsibility or liability for any action taken or omitted to be taken by the Existing Agent or any other event or action related to the Loan Documents that occurred on or prior to the Effective Date (including, without limitation, calculations, determinations, or distributions made under the Loan Documents by the Existing Agent on or prior to the Effective Date), and (ii) the Existing Agent shall bear no responsibility or liability for any future action taken or omitted to be taken by the Successor Agent in furtherance of its capacity as such or for any other event or action related to Loan Documents that may occur on or after the foregoingEffective Date (including, it is hereby understood and agreed that all of without limitation, calculations, determinations, or distributions made under the indemnities, exculpations Loan Documents by the Successor Agent on or after the Effective Date). h. The Successor Agent’s right to indemnification and other protections and privileges afforded as set forth in the Loan Documents, subject to the Administrative Agent under the Credit Documents limitations set forth therein, shall apply to the Successor Agent with respect to any and all matters losses, claims, damages, liabilities, costs and expenses that the Successor Agent or any of its Affiliates and the respective officers, directors, employees, agents, attorneys-in-fact and controlling persons of the Successor Agent and such Affiliates (collectively with the Successor Agent, the “Successor Agent Related Parties”) suffer, incur or are threatened with arising thereunderout of or relating to (i) this Agreement and any other documents related to the appointment of the Successor Agent, regardless (ii) the performance of whether they arose beforethe parties hereto of their respective obligations hereunder, on (iii) the consummation of the transactions, succession and assignment contemplated hereby, (iv) any actions, omissions, events, occurrences or after claims described in clauses 2(f) and (g)(i) above, or (v) any actions taken or omitted by any of the parties to this Agreement prior to the Effective Date, and (b) the Resigning . i. The Successor Agent is entering into this Agreement in its capacity as Administrative Agent, shall be entitled to conclusively rely upon, and shall not incur any liability for relying upon (including, without limitation, for the benefits purpose of making any calculation, determination, or distribution under the Loan Documents), the records, Register, and other information supplied to it by any Lender, the Existing Agent, any Borrower or the other Loan Parties in connection with this Agreement and the appointment by Alter Domus as Successor Agent. The Loan Parties and the Lenders party hereto acknowledge and agree that the Successor Agent (i) shall be entitled to rely upon, and shall be fully protected in relying upon, the list of Loan Documents set forth in Schedule II (together, the “Specified Finance Documents”) as being a complete list of all of the provisions Loan Documents to which the Existing Agent is a party as of the Credit Agreement Effective Date (including all amendments, supplements, waivers and consents to the other Credit Specified Finance Documents with respect thereto and, starting as in effect on the Effective Date), and (ii) shall not be deemed to have any knowledge or notice of any Loan Document (including, without limitation, any instruments, filings, or documents related to Liens on the Collateral) that is not set forth on Schedule II until it has actually received a copy or notice of such Loan Document, as applicable. j. The Successor Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given after the Effective Date to the Successor Agent by any Borrower or a Lender in accordance with the Credit Agreement. k. It is understood and agreed that Alter Domus, in succeeding to the position of the Successor Agent, (i) has undertaken no analysis of the Security Documents or the Collateral and (ii) has made no determination as to (x) the validity, enforceability, effectiveness or priority of any Liens granted or purported to be granted pursuant to the Security Documents or (y) the accuracy or sufficiency of the documents, filings, recordings and other actions taken to create, perfect or maintain the existence, perfection or priority of the Liens granted or purported to be granted pursuant to the Security Documents. Alter Domus shall be entitled to assume that, as of the date hereof, all Liens purported to be granted pursuant to the Security Documents are valid and perfected Liens having the priority intended by the Lenders and the Loan Documents. xx. Each of the Lenders party hereto acknowledges and agrees that the Successor Agent shall have no obligation for (i) perfecting, maintaining, monitoring, preserving or protecting the security interest or Lien granted under the Credit Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby; (ii) the filing, re-filing, recording, re-recording, or continuing responsibility of any document, financing statement, mortgage, assignment, notice, instrument of further assurance, or other instrument in any public office at any time or times (except, in the case of this clause (iii), to the extent explicitly directed by the Required Lenders; it being agreed that any costs incurred by the Successor Agent in connection therewith will be payable by the Borrower); or (iii) providing, maintaining, monitoring, or preserving insurance on or the payment of taxes 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 Documentsany Collateral.