Common use of Rights, Duties and Obligations Clause in Contracts

Rights, Duties and Obligations. Effective as of the Effective Date, the Successor Agent hereby succeeds to and is 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 Assigned Loan Documents, it being understood that nothing in this Agreement shall affect the continuing validity of the indemnification, exculpation, expense reimbursement and other applicable provisions of Article XI and Section 12.03 of the Revolving Credit Agreement and of any other Loan Document with respect to any actions taken or omitted to be taken by the Resigning Agent, any of its subagents and 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, any of its subagents and their respective Related Parties. 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 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 event, circumstance, condition or action existing prior to the Effective Date, with respect to the Collateral, the Revolving Credit Agreement or any other Loan Document, or the transactions contemplated thereby, and (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 on or after the Effective Date with respect to the Collateral, the Revolving Credit Agreement or any other Loan Document, or the transactions contemplated thereby.

Rights, Duties and Obligations. Effective as of the Effective Date, the The Successor Agent hereby succeeds to and is vested with any and all the residual rights, powers, privileges and duties of the Administrative Agent under and in connection with the Revolving Prior Credit Agreement and each of the other Loan Documents (collectively, the “Assigned Loan Documents”), it being understood that nothing in this Agreement Amendment shall affect the continuing validity of the indemnification, exculpation, expense reimbursement and other applicable provisions of Article XI X and Section 12.03 11.3 of the Revolving Prior Credit Agreement and of any other Loan Document with respect to any actions taken or omitted to be taken by the Resigning Agent, any of its subagents and any of 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, any of its subagents and their respective Related Parties. Notwithstanding anything in this Agreement Amendment to the contrary, the parties hereto agree that this Agreement Amendment does not constitute an assumption by (a) the Successor Agent of any liability or obligation of the Resigning Agent, Agent or any Affiliate of the Resigning Agent 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 Revolving Prior Credit Agreement or any other “Loan Document” as defined therein, or (b) the Resigning Agent of any liability or obligation of Wilmington the Successor Agent or any of its Affiliates or any appointee or agent thereof of the Successor Agent arising out of any action or inaction by Wilmington the Successor Agent, any Affiliates of the Successor Agent or such appointee or agent under the Revolving Credit Agreement Agreement, as amended hereby, or any other Loan DocumentDocument (as defined in the Credit Agreement, as amended hereby). The parties hereto agree that (i) Wilmington, in its individual capacity and in its capacity as the Successor Agent, shall bear no responsibility or liability for any event, circumstance, condition or action existing prior to the Effective Date, effectiveness of this Amendment with respect to the CollateralPrior Credit Agreement, the Revolving Credit Agreement or any other “Loan Document” as defined therein, or the transactions contemplated thereby, and (ii) Xxxxx Fargo, in its individual capacity and in its capacity as the Resigning Agent, shall bear no responsibility or liability for any event, circumstance, condition or action arising on or after the Effective Date effectiveness of this Amendment with respect to the CollateralPrior Credit Agreement, any other “Loan Document” as defined therein, the Revolving Credit Agreement or Agreement, as amended hereby, any other Loan DocumentDocument (as defined in the Credit Agreement, as amended hereby), or the transactions contemplated thereby.

Rights, Duties and Obligations. Effective as of the Effective Date, the Successor Agent hereby succeeds to and is 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 Assigned Loan Documents, it being understood that nothing in this Agreement shall affect the continuing validity of the indemnification, exculpation, expense reimbursement and other applicable provisions of Article XI 8, Section 2.17(d) and Section 12.03 9.03 of the Revolving Credit Agreement and of any other Loan Document with respect to any actions taken or omitted to be taken by the Resigning Agent, any of its subagents and 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, any of its subagents and their respective Related Parties. 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 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 Tiger or any appointee or agent thereof arising out of any action or inaction by Wilmington Tiger or such appointee or agent under the Revolving Credit Agreement or any other Loan Document. The parties hereto agree that (i) WilmingtonTiger, in its individual capacity and in its capacity as Successor Agent, shall bear no responsibility or liability for any event, circumstance, condition or action existing prior to the Effective Date, with respect to the Collateral, the Revolving Credit Agreement or any other Loan Document, or the transactions contemplated thereby, and (ii) Xxxxx FargoJPMCB, 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 on or after the Effective Date with respect to the Collateral, the Revolving Credit Agreement or any other Loan Document, or the transactions contemplated thereby.

Rights, Duties and Obligations. Effective as As of the Effective Date, the Successor Agent is hereby succeeds to and is 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 Assigned Loan Credit Documents, it being understood that nothing 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 continuing continued validity of the indemnification, exculpation, expense reimbursement and other applicable provisions of any Credit Document (including, without limitation, Article XI VIII and Section 12.03 9.5 of the Revolving Credit Agreement and Agreement) in respect of any other Loan Document with respect to any actions taken or omitted to be taken by the Resigning Agent, Agent or any of its Affiliates, employees, agents, officers, directors and subagents and their respective Related Parties (“Indemnitees”) 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, any of its subagents Agent and their respective Related Partiesthe other Indemnitees. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree The Borrower expressly agrees and acknowledges that this Agreement does not constitute an assumption by (a) the Successor Agent of is not assuming any liability for any claims under or obligation related to the Credit Documents that may have arisen or accrued prior to the Effective Date, and, in furtherance of the Resigning Agentforegoing, any Affiliate it is hereby understood and agreed that all of the Resigning Agent or any appointee or agent of indemnities, exculpations and other protections and privileges afforded to 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 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 in connection with after the Revolving Credit Agreement or any other Loan DocumentEffective Date, or and (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 is entering into this Agreement or any other Loan Document. The parties hereto agree that (i) Wilmington, in its individual capacity and in its capacity as Successor Administrative Agent, shall bear no responsibility or liability for any eventbe entitled to the benefits of all of the provisions of the Credit Agreement and the other Credit Documents with respect thereto and, circumstance, condition or action existing prior to starting on the Effective Date, shall have no continuing responsibility with respect to its duties as Administrative Agent as provided in the CollateralCredit Documents. The Successor Agent acknowledges that in acting as the Administrative Agent under the Credit Documents, it shall also act as the Revolving “Credit Agreement or any Representative” for purposes of the Collateral Trust Agreement and the other Loan Document, or the transactions contemplated thereby, and (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 on or after the Effective Date with respect to the Collateral, the Revolving Credit Agreement or any other Loan Document, or the transactions contemplated therebyDocuments.

Rights, Duties and Obligations. Effective as of the Effective Date, the The Successor Agent hereby succeeds to and is vested with any and all the residual rights, powers, privileges and duties of the Administrative Agent and the Collateral Agent under and in connection with the Revolving Prior Credit Agreement Facility and each of the other “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 Article XI and Section 12.03 10 of the Revolving Prior Credit Agreement and of any other Loan Document 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 Related Parties Affiliates (i) while the Resigning Agent was acting as Administrative AgentAgent 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 Related PartiesAffiliates. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree that this Agreement does not constitute an assumption by (ai) the Successor Agent of any liability or obligation of the Resigning Agent, Agent or any Affiliate of the Resigning Agent 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 Revolving Prior Credit Agreement Facility or any other “Loan Document” as defined therein prior to the date hereof, or (bii) the Resigning Agent of any liability or obligation of Wilmington the Successor Agent or any of its Affiliates or any appointee or agent thereof of the Successor Agent arising out of any action or inaction by Wilmington the Successor Agent, any Affiliates of the Successor Agent or such appointee or agent under the Revolving Credit Agreement this Agreement, or any other Loan DocumentDocument (as defined in this Agreement). The parties hereto agree that (i) Wilmington, in its individual capacity and in its capacity as the Successor Agent, shall bear no responsibility or liability for any event, circumstance, condition or action existing prior to the Effective Date, effectiveness of this Agreement with respect to the CollateralPrior Credit Facility, the Revolving Credit Agreement or any other “Loan Document” as defined therein, or the transactions contemplated thereby, and (ii) Xxxxx Fargo, in its individual capacity and in its capacity as the Resigning Agent, shall bear no responsibility or liability for any event, circumstance, condition or action arising on or after the Effective Date effectiveness of this Agreement with respect to the CollateralPrior Credit Facility, the Revolving Credit Agreement or any other “Loan Document” as defined therein, this Agreement, any Loan Document (as defined in this Agreement), or the transactions contemplated thereby. Each of the parties hereto hereby agrees that none of the Resigning Agent, any of its subagents or any of their respective Affiliates shall be under any obligation to share, rebate, disgorge or refund any fees or expense reimbursement it has received or is entitled to receive under the Prior Credit Facility, any other “Loan Document” as defined therein, this Agreement or any other agreement; provided, that for the avoidance of doubt, the foregoing should not apply to any fees or expense reimbursement that are paid to the Resigning Agent more than once in error if such fees or expense reimbursement are not otherwise required to be paid more than once. From and after the Closing Date, all possessory Collateral held by the Resigning Agent for the benefit of the Secured Parties shall be deemed to be held by the Resigning Agent as agent and bailee for the Successor Agent for the benefit of the Secured Parties until such time as such possessory collateral has been delivered to the Successor Agent (or its sub-agent). Borrower and the Resigning Agent agree that the Successor Agent is authorized as it may deem necessary or appropriate to file or register in any applicable jurisdiction such financing statements, financing change statements or other filings, in each instance covering any of the collateral described in any Assigned Loan Document or any other agreement, instrument 133 or document delivered or entered into under or in connection therewith or furnished pursuant thereto.

Rights, Duties and Obligations. Effective as As of the Amendment No. 1 Effective Date, the Successor Agent is hereby succeeds to and is 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 under and the Collateral Agent, in connection accordance with the Revolving Credit Agreement and terms of the other Assigned Loan Documents, it being understood that nothing 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 Agreement Amendment shall affect the continuing validity 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, exculpationas set forth in the Loan Documents, expense reimbursement and other applicable provisions of Article XI and Section 12.03 of the Revolving Credit Agreement and of any other Loan Document 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 to be taken by the Resigning Agent, any of its subagents and 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, any of its subagents and their respective Related Parties. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree that to this Agreement does not constitute an assumption by (a) the Successor Agent 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 event, circumstance, condition or action existing Amendment prior to the Amendment No. 1 Effective Date, with respect to the Collateral, the Revolving Credit Agreement or any other Loan Document, or the transactions contemplated thereby, and (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 on or after the Effective Date with respect to the Collateral, the Revolving Credit Agreement or any other Loan Document, or the transactions contemplated thereby.

Rights, Duties and Obligations. Effective as As of the Effective Date, the Successor Agent is hereby succeeds to and is vested with all the rights, powerspowers and privileges of the Administrative Agent, privileges as described in the Credit Documents, and the Successor Agent assumes from and after the Effective Date the obligations, responsibilities and duties of the Administrative Agent, in accordance with the terms of the Credit Documents and the Existing Agent is discharged from all of its duties, responsibilities and obligations as the Administrative Agent under and in connection with the Revolving Credit Agreement and the other Assigned Loan Documents, it being understood that and nothing in this Agreement shall affect contained herein is intended to create any ongoing duty or obligation on the continuing validity part of the indemnificationExisting Agent, exculpation, expense reimbursement and other applicable except as expressly provided herein. The parties hereto hereby confirm that all provisions of the Credit Documents as in existence on the date hereof (including, without limitation, Article XI VIII and Section 12.03 9.03 of the Revolving Credit Agreement and Agreement) to the extent they pertain to the Existing Agent, continue in effect for the benefit of any other Loan Document with the Existing Agent in respect to of any actions taken or omitted to be taken by the Resigning Agent, any of its subagents and their respective Related Parties while the Resigning Existing Agent was acting as Administrative Agent, all of which shall survive the Resigning Agent’s resignation Agent and shall continue in effect for inure to the benefit of the Resigning Agent, any Existing Agent in respect of its subagents and their respective Related Partiesobligations under Section 5 hereof. Notwithstanding anything in this Agreement to the contraryThe Borrower, the parties hereto Existing Agent and the Required Lenders expressly agree and acknowledge that this Agreement does not constitute an assumption by (a) the Successor Agent of is not assuming any liability or obligation of in the Resigning Agent, any Affiliate of the Resigning capacity as Administrative 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 eventaction, circumstance, condition event or action existing 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. Each of the Borrower and the Required Lenders, with respect to their applicable indemnification obligations under the CollateralCredit Documents, expressly agrees and confirms that the Revolving Successor Agent’s right to indemnification, as set forth in the Credit Agreement or any other Loan Document, or the transactions contemplated thereby, and (ii) Xxxxx Fargo, in its individual capacity and in its capacity as Resigning AgentDocuments, shall bear no responsibility or liability for any event, circumstance, condition or action arising on or after the Effective Date apply with respect to any and all losses, claims, costs and expenses (including, but not limited to, attorneys’ fees and expenses) that the CollateralSuccessor Agent suffers, incurs or is threatened with relating to actions taken or omitted by any of the Revolving Credit parties to this Agreement or any other Loan Document, or prior to the transactions contemplated therebyEffective Date.

Rights, Duties and Obligations. Effective 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 succeeds to and is vested with all the rights, powers, discretion and privileges of the Existing Agent, as described in the Fundamental Documents, and the Successor Agent assumes from and after the Effective Date the obligations, all of the responsibilities and duties of the Existing Agent, in accordance with the terms of the Fundamental Documents and (b) the Existing Agent is discharged from all of its duties and obligations as the Administrative Agent under and in connection with the Revolving Credit Agreement and the other Assigned Loan Fundamental Documents, it being understood that nothing . Nothing in this Agreement shall affect the continuing validity be deemed a termination of the provisions of any Fundamental Document (including, without limitation, Articles 12 and 13 of the Credit Agreement) that survive the Existing Agent’s resignation pertaining to JPMorgan Chase in its capacity as Administrative Agent. The Borrower and the Required Lenders expressly agree and acknowledge that 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 Fundamental Documents that may have arisen or accrued prior to the Effective Date. Each of the Borrower and the Required Lenders, with respect to their applicable indemnification obligations under the Fundamental Documents, expressly agrees and confirms that the Successor Agent’s right to indemnification, exculpationas set forth in the Fundamental Documents, expense reimbursement and other applicable provisions of Article XI and Section 12.03 of the Revolving Credit Agreement and of any other Loan Document shall apply with respect to any and all losses, claims, costs and expenses that the Successor Agent suffers, incurs or is threatened with relating to actions taken or omitted to be taken by the Resigning Agent, any of its subagents and their respective Related the 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, any of its subagents and their respective Related Parties. Notwithstanding anything in to this Agreement prior 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 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 DocumentEffective 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 (i) Wilmingtonas defined in the First Lien Agreement), in its individual capacity and or impose on First Lien Agent any obligations to share any information received by JPMorgan Chase in its capacity as Successor Agent, shall bear no responsibility First Lien Agent or liability for any event, circumstance, condition or action existing prior to the Effective Date, with respect to the Collateral, the Revolving Credit Agreement or take any other Loan Document, or the transactions contemplated thereby, and (ii) Xxxxx Fargo, in its individual capacity and action in its capacity as Resigning First Lien Agent, shall bear no responsibility or liability for any event, circumstance, condition or action arising on or after the Effective Date with respect to the Collateral, the Revolving Credit Agreement or any other Loan Document, or the transactions contemplated thereby.

Rights, Duties and Obligations. Effective as As of the First Amendment Effective Date, (a) the Successor Administrative Agent is hereby succeeds to and is vested with all the rights, powers, privileges and duties of the Administrative Agent under and Agent, as described in connection with the Revolving Credit Agreement and the other Assigned Loan Documents, it being understood that nothing (b) the Successor Administrative Agent assumes from and after the First Amendment Effective Date the obligations, responsibilities and duties of the Administrative Agent, in accordance with the terms of the Loan Documents and (c) the Exiting Administrative Agent is discharged from all of its duties and obligations as the Administrative Agent under the 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 continuing validity Exiting Administrative Agent’s resignation and such provisions shall continue in effect in accordance with their terms for the benefit of the indemnificationExiting Administrative Agent, exculpation, expense reimbursement its subagents and other applicable provisions their respective Related Parties in respect of Article XI and Section 12.03 of the Revolving Credit Agreement and of any other Loan Document with respect to any actions taken or omitted to be taken by the Resigning Agent, any of its subagents and their respective Related Parties them while the Resigning Exiting Administrative Agent was acting as Administrative Agent, all of which shall survive the Resigning Agent’s resignation . The Borrower expressly agrees and shall continue in effect for the benefit of the Resigning Agent, any of its subagents and their respective Related Parties. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree acknowledges that this Agreement does not constitute an assumption by (a) the Successor Administrative Agent of is not assuming 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 administrative agent for the Lenders (i) under or liability for any event, circumstance, condition or action existing related to the Loan Documents prior to the First Amendment Effective Date, with respect to the Collateral, the Revolving Credit Agreement or any other Loan Document, or the transactions contemplated thereby, Date and (ii) Xxxxx Fargofor any and all claims under or related to the 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, as set forth in its individual capacity and in its capacity as Resigning Agentthe Loan Documents, shall bear no responsibility or liability for any event, circumstance, condition or action arising on or after the Effective Date apply with respect to any and all losses, claims, costs and expenses that the CollateralSuccessor Administrative Agent suffers, incurs or is threatened with relating to actions taken or omitted by any of the Revolving Credit Agreement or any other Loan Document, or parties to this First Amendment prior to the transactions contemplated therebyFirst Amendment Effective Date.

Rights, Duties and Obligations. Effective as of the Effective Date, the Successor Agent hereby succeeds to and is vested with any and all the rights, powers, privileges and duties of the Administrative Agent under and in connection with the Revolving Credit Agreement (including the indemnification and exculpation rights applicable to the other 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 Agreement Amendment shall waive, release, limit or otherwise affect the continuing validity of the indemnification, exculpation, expense reimbursement and other applicable provisions of Article XI VIII and Section 12.03 9.3 of the Revolving Credit Agreement and of any other Loan Document with respect to any actions taken or omitted to be taken by the Resigning Predecessor Agent, any of its subagents and any of their respective Related Parties 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 the Resigning Predecessor Agent’s resignation and shall continue in effect for the benefit of the Resigning Predecessor Agent, any of its subagents and their respective Related PartiesAffiliates. Notwithstanding anything in this Agreement Amendment to the contrary, the parties hereto agree that this Agreement Amendment does not constitute an assumption by (ai) the Successor Agent of any liability (if any) or obligation of the Resigning Agent, Predecessor Agent or any Affiliate of the Resigning Agent its Affiliates or any appointee or agent of the Resigning Predecessor Agent arising out of or in connection with any action or inaction by the Resigning Predecessor Agent, any Affiliate of the Resigning Predecessor Agent or any appointee or agent of the Resigning Predecessor Agent under or in connection with the Revolving Credit Agreement or any other Loan Document, or (bii) the Resigning Predecessor Agent of any liability (if any) or obligation of Wilmington Successor Agent or any of its Affiliates or any appointee or agent thereof of Successor Agent arising out of any action or inaction by Wilmington Successor Agent, any Affiliates of Successor Agent 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 event, circumstance, condition or action existing prior to the Effective Date, effectiveness of this Amendment with respect to the CollateralCredit Agreement, the Revolving Credit Agreement or any other Loan Document, or the transactions contemplated thereby, and (ii) Xxxxx Fargo, in its individual capacity and in its capacity as Resigning Predecessor Agent, shall bear no responsibility or liability for any event, circumstance, condition or action arising on or after the Effective Date effectiveness of this Amendment with respect to the CollateralCredit Agreement, the Revolving Credit Agreement or 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 (or its sub-agent). The Borrower (for itself and on behalf of the other Loan Parties) agrees that Successor Agent is authorized, as it may deem necessary or appropriate, to file or register, in each case at Borrower’s sole cost and expense, in any applicable jurisdiction such financing statements, financing statement amendments or other filings, in each instance covering any of the Collateral described in any Assigned Loan Document or any other agreement, instrument or document delivered or entered into under or in connection therewith or furnished pursuant thereto.

Rights, Duties and Obligations. Effective as As of the Amendment Effective Date, the Successor New Agent hereby succeeds shall succeed to and is become vested with all the rights, powers, discretion, privileges and duties of the Administrative Agent under and as described in connection with the Revolving Credit Loan Agreement and the other Assigned Loan Documents, it being understood that nothing and shall be bound by the terms thereof, and the Existing Agent is hereby discharged from its duties and obligations as the Agent under the Loan Documents. Nothing in this Agreement Amendment No. 1 shall affect the continuing validity be deemed a termination of the indemnification, exculpation, expense reimbursement and other applicable provisions of any Loan Document that accrue to the benefit of any retiring or resigning Agent. The parties hereby agree that the provisions of Article XI and Section 12.03 Sections 12.2 and 12.9 of the Revolving Credit Loan Agreement and shall inure to the benefit of any other Loan Document with respect the Existing Agent as to any actions taken or omitted to be taken by it while acting as the Resigning AgentAgent 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 of its subagents and their respective Related Parties actions taken or omitted to be taken by the Existing Agent while the Resigning Existing Agent was acting served as Administrative Agent, all of which shall survive the Resigning Agent’s resignation Agent under the Loan Documents. Borrower and shall continue in effect for the benefit of Requisite Lenders expressly agree and acknowledge that the Resigning Agent, any of its subagents and their respective Related Parties. Notwithstanding anything in this Agreement to the contrary, the parties hereto agree that this Agreement does not constitute an assumption by New Agent (a) the Successor Agent of is not assuming any liability (i) under or obligation related to the Loan Documents prior to the Amendment Effective Date or (ii) for any and all claims under or related to the Loan Documents that may have arisen or accrued prior to the Amendment Effective Date, and (b) has not made an independent investigation as to the completeness or accuracy of the Resigning AgentSchedules 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 not assuming any Affiliate liability of the Resigning Existing Agent (x) under or related to the Loan Documents prior to the Amendment Effective Date or (y) for any appointee and all claims under or agent 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 Amendment No. 1), shall apply with respect to any and all losses, claims, costs and expenses that the New Agent (in its capacity as such) suffers, incurs or is threatened with relating to actions taken or omitted by any 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 parties to this Amendment No. 1 in connection with the Revolving Credit Agreement or any transactions contemplated by this Amendment No. 1 and the 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 event, circumstance, condition or action existing Documents prior to the Amendment Effective Date, with respect to the Collateral, the Revolving Credit Agreement or any other Loan Document, or the transactions contemplated thereby, and (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 on or after the Effective Date with respect to the Collateral, the Revolving Credit Agreement or any other Loan Document, or the transactions contemplated thereby.