Common use of Rights, Duties and Obligations Clause in Contracts

Rights, Duties and Obligations. Notwithstanding anything to the contrary in the Credit Agreement or the other Fundamental Documents, as of the Effective Date (a) the Successor Agent is hereby 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 the Fundamental Documents. Nothing in this Agreement shall 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, as set forth in the Fundamental Documents, 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 by any of 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), or impose on First Lien Agent any obligations to share any information received by JPMorgan Chase in its capacity as First Lien Agent or to take any other action in its capacity as First Lien Agent.

Rights, Duties and Obligations. Notwithstanding anything to the contrary in the Credit Agreement or the other Fundamental Documents, as As of the Amendment Effective Date (a) Date, the Successor New Agent is hereby shall succeed to and become vested with all the rights, powers, discretion discretion, privileges and privileges duties of the Existing Agent, Agent as described in the Fundamental Loan Agreement and the other Loan 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 shall be bound by the terms of the Fundamental Documents thereof, and (b) the Existing Agent is hereby discharged from all of its duties and obligations as the Administrative Agent under the Fundamental Loan Documents. Nothing in this Agreement Amendment No. 1 shall be deemed a termination of the provisions of any Fundamental Loan Document (including, without limitation, Articles 12 and 13 that accrue to the benefit of the Credit Agreement) that survive the Existing Agent’s resignation pertaining to JPMorgan Chase in its capacity as Administrative any retiring or resigning Agent. The parties hereby agree that the provisions of Article XI and Sections 12.2 and 12.9 of the 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 Required Requisite Lenders expressly agree and acknowledge that the Successor New Agent shall bear no responsibility for any actions taken or omitted to be taken by the Existing Agent while the Existing Agent served as the Agent under the Loan Documents. Borrower and the Requisite Lenders expressly agree and acknowledge that the New Agent (a) is not assuming any liability (i) under or related to the Fundamental Loan Documents prior to the Amendment Effective Date and or (ii) for any and all claims under or related to the Fundamental 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 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 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 the Borrower and the Required Requisite Lenders, with respect to their applicable indemnification obligations under the Fundamental Loan Documents, expressly agrees and confirms that the Successor New Agent’s right to indemnification, as set forth in the Fundamental DocumentsLoan Documents (as amended by this Amendment No. 1), shall apply with respect to any and all losses, claims, costs and expenses that the Successor New Agent (in its capacity as such) suffers, incurs or is threatened with relating to actions taken or omitted by any of the Parties parties to this Agreement Amendment No. 1 in connection with the transactions contemplated by this Amendment No. 1 and the other Loan Documents prior to the Amendment 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), or impose on First Lien Agent any obligations to share any information received by JPMorgan Chase in its capacity as First Lien Agent or to take any other action in its capacity as First Lien Agent.

Rights, Duties and Obligations. Notwithstanding anything to the contrary in the Credit Agreement or the other Fundamental Documents, as of the Effective Date (a) the Successor Agent hereby succeeds to and is hereby vested with any and 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, Administrative Agent under and in accordance connection with the terms of Credit Agreement (including the Fundamental Documents indemnification and (b) the Existing Agent is discharged from all of its duties and obligations as exculpation rights applicable to the Administrative Agent under pursuant to Article VIII of the Fundamental Credit Agreement) and each of the Loan Documents (collectively, the “Assigned Loan Documents. Nothing ”), 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 be deemed a termination waive, release, limit or otherwise affect the continuing validity of the indemnification, exculpation, expense reimbursement and other applicable provisions of Article VIII and Section 9.3 of the Credit Agreement with respect to any Fundamental Document actions taken or omitted to be taken by Predecessor Agent, any of its subagents and any of their respective Affiliates while Predecessor Agent was acting as Administrative Agent (including, without limitation, Articles 12 and 13 in connection with this Amendment, the substitution of the Credit Agreement) that Administrative Agent, the assignment of the Assigned Loan Documents or the other actions or transactions contemplated hereby), all of which shall survive the Existing Predecessor Agent’s resignation pertaining 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 JPMorgan Chase in its capacity as Administrative Agent. The Borrower and the Required Lenders expressly contrary, the parties hereto agree and acknowledge that the this Amendment does not constitute an assumption by (i) Successor Agent is not assuming of any liability (iif 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 related to in connection with the Fundamental Documents prior to the Effective Date and Credit Agreement or any other Loan Document, or (ii) for Predecessor Agent of any and all claims under liability (if any) or related to the Fundamental Documents that may have arisen obligation of Successor Agent or accrued prior to the Effective Date. Each any of the Borrower and the Required Lendersits Affiliates or any appointee or agent of Successor Agent arising out of any action or inaction by Successor Agent, with respect to their applicable indemnification obligations any Affiliates of Successor Agent or such appointee or agent under the Fundamental Documents, expressly agrees and confirms that the Successor Agent’s right to indemnification, as set forth in the Fundamental Documents, shall apply with respect to Credit Agreement or any and all losses, claims, costs and expenses that the Successor Agent suffers, incurs or is threatened with relating to actions taken or omitted by any of the Parties to this Agreement prior to the Effective Dateother Loan Document. The parties hereto agree that nothing herein (i) Successor Agent, shall bear no responsibility or liability for any event, circumstance, condition or action existing prior to the effectiveness of this Amendment with respect to the Credit Agreement, any other Loan Document, or the transactions contemplated thereby, and (ii) Predecessor Agent, shall bear no responsibility or liability for any event, circumstance, condition or action arising 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 constitute a transfer be held by JPMorgan Chase 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 of its rights applicable jurisdiction such financing statements, financing statement amendments or obligations as First Lien Agent under other filings, in each instance covering any of the Fundamental Documents (as defined Collateral described in the First Lien Agreement), any Assigned Loan Document or impose on First Lien Agent any obligations to share any information received by JPMorgan Chase in its capacity as First Lien Agent or to take any other action agreement, instrument or document delivered or entered into under or in its capacity as First Lien Agentconnection therewith or furnished pursuant thereto.

Rights, Duties and Obligations. The Successor Agent hereby succeeds to and is vested with any and all residual rights, powers, privileges and duties of the Administrative Agent and the Collateral Agent under and in connection with the Prior Credit Facility and each of the “Loan Documents” under and as defined in the Prior Credit Facility (collectively, the “Assigned Loan Documents”), all of which Assigned Loan Documents and any guarantees, Liens, or other rights or interests of Resigning Agent thereunder are hereby assigned by the Resigning Agent to the Successor Agent, it being understood that nothing in this Agreement shall affect the continuing validity of the indemnification, exculpation, expense reimbursement and other applicable provisions of Section 10 of the Prior Credit Facility with respect to any actions taken or omitted to be taken by the Resigning Agent, any of its subagents and any of their respective Affiliates (i) while the Resigning Agent was acting as Administrative Agent or as Collateral Agent or (ii) subsequent to the Closing Date pursuant to the requirements of this Agreement, all of which shall survive the Resigning Agent’s resignation and shall continue in effect for the benefit of the Resigning Agent, any of its subagents and their respective Affiliates. Notwithstanding anything in this Agreement to the contrary in contrary, the Credit parties hereto agree that this Agreement or the other Fundamental Documents, as of the Effective Date does not constitute an assumption by (ai) the Successor Agent is hereby vested with all the rights, powers, discretion and privileges of any liability or obligation of the Existing Resigning Agent or any of its Affiliates or any appointee or agent of the Resigning Agent arising out of or in connection with any action or inaction by the Resigning Agent, any Affiliate of the Resigning Agent or any appointee or agent of the Resigning Agent under or in connection with the Prior Credit Facility or any other “Loan Document” as described in defined therein prior to the Fundamental Documentsdate hereof, and or (ii) the Resigning Agent of any liability or obligation of 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 or any of its duties and obligations as the Administrative Agent under the Fundamental Documents. Nothing in this Agreement shall be deemed a termination Affiliates or any appointee or agent 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 arising out of any liability (i) under action 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 inaction by the Successor Agent’s right to indemnification, as set forth in the Fundamental Documents, shall apply with respect to any and all losses, claims, costs and expenses that Affiliates of the Successor Agent suffersor such appointee or agent under this Agreement, incurs or is threatened with relating to actions taken or omitted by any of the Parties to other Loan Document (as defined in this Agreement prior to the Effective DateAgreement). The parties hereto agree that nothing herein (i) the Successor Agent, shall bear no responsibility or liability for any event, circumstance, condition or action existing prior to the effectiveness of this Agreement with respect to the Prior Credit Facility, any other “Loan Document” as defined therein, or the transactions contemplated thereby, and (ii) the Resigning Agent, shall bear no responsibility or liability for any event, circumstance, condition or action arising on or after the effectiveness of this Agreement with respect to the Prior Credit Facility, 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 constitute a transfer be held by JPMorgan Chase 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 of its rights applicable jurisdiction such financing statements, financing change statements or obligations as First Lien Agent under other filings, in each instance covering any of the Fundamental Documents (as defined collateral described in the First Lien Agreement), any Assigned Loan Document or impose on First Lien Agent any obligations to share any information received by JPMorgan Chase in its capacity as First Lien Agent or to take any other action agreement, instrument 133 or document delivered or entered into under or in its capacity as First Lien Agentconnection therewith or furnished pursuant thereto.

Rights, Duties and Obligations. Notwithstanding anything to the contrary in the Credit Agreement or the other Fundamental Documents, Effective as of the Effective Date (a) Date, the Successor Agent hereby succeeds to and is hereby 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 Administrative Agent under and in connection with the 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 8, Section 2.17(d) and Section 9.03 of the 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 accordance 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 terms of the Fundamental Documents and Credit Agreement or any other Loan Document, or (b) the Existing Resigning Agent is discharged from all of its duties and obligations as the Administrative Agent any liability or obligation of Tiger or any appointee or agent thereof arising out of any action or inaction by Tiger or such appointee or agent under the Fundamental Documents. Nothing in this Credit Agreement shall be deemed a termination of the provisions of or 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, as set forth in the Fundamental Documents, 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 by any of the Parties to this Agreement prior to the Effective Dateother Loan Document. The parties hereto agree that nothing herein shall be deemed to constitute a transfer by JPMorgan Chase of any of (i) Tiger, in its rights or obligations as First Lien Agent under any of the Fundamental Documents (as defined in the First Lien Agreement), or impose on First Lien Agent any obligations to share any information received by JPMorgan Chase individual capacity and in its capacity as First Lien Agent Successor Agent, shall bear no responsibility or liability for any event, circumstance, condition or action existing prior to take the Effective Date, with respect to the Collateral, the Credit Agreement or any other action Loan Document, or the transactions contemplated thereby, and (ii) JPMCB, in its individual capacity and in its capacity as First Lien 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 Credit Agreement or any other Loan Document, or the transactions contemplated thereby.

Rights, Duties and Obligations. The Successor Agent hereby succeeds to and is vested with any and all residual rights, powers, privileges and duties of the Administrative Agent under and in connection with the Prior Credit Agreement and each of the Loan Documents (collectively, the “Assigned Loan Documents”), it being understood that nothing in this Amendment shall affect the continuing validity of the indemnification, exculpation, expense reimbursement and other applicable provisions of Article X and Section 11.3 of the Prior Credit Agreement 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 Amendment to the contrary in contrary, the Credit Agreement or the other Fundamental Documents, as of the Effective Date parties hereto agree that this Amendment does not constitute an assumption by (a) the Successor Agent is hereby vested with all the rights, powers, discretion and privileges of any liability or obligation of the Existing Resigning Agent or any of its Affiliates or any appointee or agent of the Resigning Agent arising out of or in connection with any action or inaction by the Resigning Agent, as described in the Fundamental Documents, and the Successor Agent assumes from and after the Effective Date the obligations, all any Affiliate of the responsibilities and duties Resigning Agent or any appointee or agent of the Existing Agent, Resigning Agent under or in accordance connection with the terms of the Fundamental Documents and Prior Credit Agreement or any other “Loan Document” as defined therein, or (b) the Existing Resigning Agent is discharged from all of any liability or obligation of the Successor Agent or any of its duties and obligations as the Administrative Agent under the Fundamental Documents. Nothing in this Agreement shall be deemed a termination Affiliates or any appointee or agent of the provisions Successor Agent arising out of any Fundamental Document (includingaction or inaction by the Successor Agent, without limitation, Articles 12 and 13 any Affiliates of the Successor Agent or such appointee or agent under 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, as set forth amended hereby, or any other Loan Document (as defined in the Fundamental DocumentsCredit Agreement, 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 by any of the Parties to this Agreement prior to the Effective Dateas amended hereby). The parties hereto agree that nothing herein (i) the Successor Agent, shall be deemed bear no responsibility or liability for any event, circumstance, condition or action existing prior to constitute a transfer by JPMorgan Chase the effectiveness of this Amendment with respect to the Prior Credit Agreement, any other “Loan Document” as defined therein, or the transactions contemplated thereby, and (ii) the Resigning Agent, shall bear no responsibility or liability for any event, circumstance, condition or action arising on or after the effectiveness of its rights or obligations this Amendment with respect to the Prior Credit Agreement, any other “Loan Document” as First Lien Agent under defined therein, the Credit Agreement, as amended hereby, any of the Fundamental Documents Loan Document (as defined in the First Lien Credit Agreement, as amended hereby), or impose on First Lien Agent any obligations to share any information received by JPMorgan Chase in its capacity as First Lien Agent or to take any other action in its capacity as First Lien Agentthe transactions contemplated thereby.

Rights, Duties and Obligations. Notwithstanding anything to the contrary in the Credit Agreement or the other Fundamental Documents, Effective as of the Effective Date (a) Date, the Successor Agent hereby succeeds to and is hereby 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 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 accordance 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 terms of the Fundamental Documents and Revolving Credit Agreement or any other Loan Document, or (b) the Existing Resigning Agent is discharged from all of its duties and obligations as the Administrative Agent 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 Fundamental Documents. Nothing in this Revolving Credit Agreement shall be deemed a termination of the provisions of or 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, as set forth in the Fundamental Documents, 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 by any of the Parties to this Agreement prior to the Effective Dateother Loan Document. The parties hereto agree that nothing herein shall be deemed to constitute a transfer by JPMorgan Chase of any of (i) Wilmington, in its rights or obligations as First Lien Agent under any of the Fundamental Documents (as defined in the First Lien Agreement), or impose on First Lien Agent any obligations to share any information received by JPMorgan Chase individual capacity and in its capacity as First Lien Agent Successor Agent, shall bear no responsibility or liability for any event, circumstance, condition or action existing prior to take the Effective Date, with respect to the Collateral, the Revolving Credit Agreement or any other action Loan Document, or the transactions contemplated thereby, and (ii) Xxxxx Fargo, in its individual capacity and in its capacity as First Lien 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.