Common use of Rights, Duties and Obligations Clause in Contracts

Rights, Duties and Obligations. Successor Agent hereby succeeds to and is vested with any and all rights, powers, privileges and duties of the Administrative Agent under and in connection with the Credit Agreement (including the indemnification and exculpation rights applicable to the Administrative Agent pursuant to Article VIII of the Credit Agreement) and each of the Loan Documents (collectively, the “Assigned Loan Documents”), all of which Assigned Loan Documents and any guarantees, Liens, or other rights or interests of Predecessor Agent thereunder are hereby assigned by Predecessor Agent to Successor Agent, it being understood that nothing in this Amendment shall waive, release, limit or otherwise affect the continuing validity of the indemnification, exculpation, expense reimbursement and other applicable provisions of Article VIII and Section 9.3 of the Credit Agreement with respect to any actions taken or omitted to be taken by Predecessor Agent, any of its subagents and any of their respective Affiliates while Predecessor Agent was acting as Administrative Agent (including, without limitation, in connection with this Amendment, the substitution of the Administrative Agent, the assignment of the Assigned Loan Documents or the other actions or transactions contemplated hereby), all of which shall survive Predecessor Agent’s resignation and shall continue in effect for the benefit of Predecessor Agent, any of its subagents and their respective Affiliates. Notwithstanding anything in this Amendment to the contrary, the parties hereto agree that this Amendment does not constitute an assumption by (i) Successor Agent of any liability (if any) or obligation of Predecessor Agent or any of its Affiliates or any appointee or agent of Predecessor Agent arising out of or in connection with any action or inaction by Predecessor Agent, any Affiliate of Predecessor Agent or any appointee or agent of Predecessor Agent under or in connection with the Credit Agreement or any other Loan Document, or (ii) Predecessor Agent of any liability (if any) or obligation of Successor Agent or any of its Affiliates or any appointee or agent of Successor Agent arising out of any action or inaction by Successor Agent, any Affiliates of Successor Agent or such appointee or agent under the Credit Agreement or any other Loan Document. The parties hereto agree that (i) Successor Agent, shall bear no responsibility or liability for any event, circumstance, condition or action existing prior to the effectiveness of 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 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 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 and the indemnification and exculpation rights applicable to the Administrative Agent pursuant to Article VIII of the Credit Agreement) and each of the Loan Documents (collectively, the “other 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 Agreement shall waive, release, limit or otherwise affect the continuing validity of the indemnification, exculpation, expense reimbursement and other applicable provisions of Article VIII XI and Section 9.3 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 Predecessor the Resigning Agent, any of its subagents and any of their respective Affiliates Related Parties while Predecessor the Resigning 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 the Resigning Agent’s resignation and shall continue in effect for the benefit of Predecessor the Resigning Agent, any of its subagents and their respective AffiliatesRelated Parties. Notwithstanding anything in this Amendment Agreement to the contrary, the parties hereto agree that this Amendment Agreement does not constitute an assumption by (ia) the Successor Agent of any liability (if any) or obligation of Predecessor the Resigning Agent, any Affiliate of the Resigning Agent or any of its Affiliates or any appointee or agent of Predecessor the Resigning Agent arising out of or in connection with any action or inaction by Predecessor the Resigning Agent, any Affiliate of Predecessor the Resigning Agent or any appointee or agent of Predecessor the Resigning Agent under or in connection with the Revolving Credit Agreement or any other Loan Document, or (iib) Predecessor the Resigning Agent of any liability (if any) or obligation of Successor Agent or any of its Affiliates Wilmington or any appointee or agent of Successor Agent thereof arising out of any action or inaction by Successor Agent, any Affiliates of Successor Agent 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 effectiveness of this Amendment Effective Date, with respect to the Collateral, the Revolving Credit Agreement, Agreement or any other Loan Document, or the transactions contemplated thereby, and (ii) Predecessor 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 effectiveness of this Amendment Effective Date with respect to the Collateral, the Revolving Credit Agreement, 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. 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 (including the indemnification and exculpation rights applicable to the Administrative Agent pursuant to Article VIII of the Credit Agreement) and each of the Loan Documents (collectively, the “Assigned Loan Documents”), all of which Assigned Loan Documents and any guarantees, Liens, or other rights or interests of Predecessor Agent thereunder are hereby assigned by Predecessor Agent to Successor Agent, it being understood that nothing in this Amendment shall waive, release, limit or otherwise affect the continuing validity of the indemnification, exculpation, expense reimbursement and other applicable provisions of Article VIII X and Section 9.3 11.3 of the Prior Credit Agreement with respect to any actions taken or omitted to be taken by Predecessor the Resigning Agent, any of its subagents and any of their respective Affiliates Related Parties while Predecessor the Resigning 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 the Resigning Agent’s resignation and shall continue in effect for the benefit of Predecessor the Resigning Agent, any of its subagents and their respective AffiliatesRelated Parties. Notwithstanding anything in this Amendment to the contrary, the parties hereto agree that this Amendment does not constitute an assumption by (ia) the Successor Agent of any liability (if any) or obligation of Predecessor the Resigning Agent or any of its Affiliates or any appointee or agent of Predecessor the Resigning Agent arising out of or in connection with any action or inaction by Predecessor the Resigning Agent, any Affiliate of Predecessor the Resigning Agent or any appointee or agent of Predecessor the Resigning Agent under or in connection with the Prior Credit Agreement or any other “Loan Document” as defined therein, or (iib) Predecessor the Resigning Agent of any liability (if any) or obligation of the Successor Agent or any of its Affiliates or any appointee or agent of the Successor Agent arising out of any action or inaction by the Successor Agent, any Affiliates of the Successor Agent or such appointee or agent under the 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) the 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 Prior Credit Agreement, any other “Loan Document” as defined therein, or the transactions contemplated thereby, and (ii) Predecessor the Resigning 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 Prior Credit Agreement, any other “Loan Document” as defined therein, the Credit Agreement, as amended hereby, any Loan Document (as defined in the Credit Agreement, as amended hereby), 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 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 Credit Agreement (including and the indemnification and exculpation rights applicable to the Administrative Agent pursuant to Article VIII of the Credit Agreement) and each of the Loan Documents (collectively, the “other 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 Agreement shall waive, release, limit or otherwise affect the continuing validity of the indemnification, exculpation, expense reimbursement and other applicable provisions of Article VIII 8, Section 2.17(d) and Section 9.3 9.03 of the Credit Agreement and of any other Loan Document with respect to any actions taken or omitted to be taken by Predecessor the Resigning Agent, any of its subagents and any of their respective Affiliates Related Parties while Predecessor the Resigning 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 the Resigning Agent’s resignation and shall continue in effect for the benefit of Predecessor the Resigning Agent, any of its subagents and their respective AffiliatesRelated Parties. Notwithstanding anything in this Amendment Agreement to the contrary, the parties hereto agree that this Amendment Agreement does not constitute an assumption by (ia) the Successor Agent of any liability (if any) or obligation of Predecessor the Resigning Agent, any Affiliate of the Resigning Agent or any of its Affiliates or any appointee or agent of Predecessor the Resigning Agent arising out of or in connection with any action or inaction by Predecessor the Resigning Agent, any Affiliate of Predecessor the Resigning Agent or any appointee or agent of Predecessor the Resigning Agent under or in connection with the Credit Agreement or any other Loan Document, or (iib) Predecessor the Resigning Agent of any liability (if any) or obligation of Successor Agent or any of its Affiliates Tiger or any appointee or agent of Successor Agent thereof arising out of any action or inaction by Successor Agent, any Affiliates of Successor Agent Tiger or such appointee or agent under the Credit Agreement or any other Loan Document. The parties hereto agree that (i) Tiger, 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 effectiveness of this Amendment Effective Date, with respect to the Collateral, the Credit Agreement, Agreement or any other Loan Document, or the transactions contemplated thereby, and (ii) Predecessor JPMCB, 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 effectiveness of this Amendment Effective Date with respect to the Collateral, the Credit Agreement, 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. 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 Agreement (including the indemnification and exculpation rights applicable to the Administrative Agent pursuant to Article VIII of the Credit Agreement) Facility and each of the “Loan Documents 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 Predecessor Resigning Agent thereunder are hereby assigned by Predecessor the Resigning Agent to the Successor Agent, it being understood that nothing in this Amendment Agreement 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 10 of the Prior Credit Agreement Facility with respect to any actions taken or omitted to be taken by Predecessor the Resigning Agent, any of its subagents and any of their respective Affiliates (i) while Predecessor the Resigning Agent was acting as Administrative Agent or as Collateral Agent or (including, without limitation, in connection with ii) subsequent to the Closing Date pursuant to the requirements of this Amendment, the substitution of the Administrative Agent, the assignment of the Assigned Loan Documents or the other actions or transactions contemplated hereby)Agreement, all of which shall survive Predecessor the Resigning Agent’s resignation and shall continue in effect for the benefit of Predecessor the Resigning Agent, any of its subagents and their respective Affiliates. Notwithstanding anything in this Amendment Agreement to the contrary, the parties hereto agree that this Amendment Agreement does not constitute an assumption by (i) the Successor Agent of any liability (if any) or obligation of Predecessor the Resigning Agent or any of its Affiliates or any appointee or agent of Predecessor the Resigning Agent arising out of or in connection with any action or inaction by Predecessor the Resigning Agent, any Affiliate of Predecessor the Resigning Agent or any appointee or agent of Predecessor the Resigning Agent under or in connection with the Prior Credit Agreement Facility or any other “Loan Document” as defined therein prior to the date hereof, or (ii) Predecessor the Resigning Agent of any liability (if any) or obligation of the Successor Agent or any of its Affiliates or any appointee or agent of the Successor Agent arising out of any action or inaction by the Successor Agent, any Affiliates of the Successor Agent or such appointee or agent under the Credit Agreement this Agreement, or any other Loan DocumentDocument (as defined in this Agreement). The parties hereto agree that (i) the Successor Agent, shall bear no responsibility or liability for any event, circumstance, condition or action existing prior to the effectiveness of this Amendment Agreement with respect to the Prior Credit AgreementFacility, any other “Loan Document” as defined therein, or the transactions contemplated thereby, and (ii) Predecessor the Resigning Agent, shall bear no responsibility or liability for any event, circumstance, condition or action arising on or after the effectiveness of this Amendment Agreement with respect to the Prior Credit Facility, any other “Loan Document” as defined therein, this Agreement, any other Loan DocumentDocument (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 Amendment Effective Closing Date, all possessory Collateral held by Predecessor the Resigning Agent for the benefit of the Secured Parties shall be deemed to be held by Predecessor 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). The Borrower (for itself and on behalf of the other Loan Parties) agrees Resigning Agent agree that the Successor Agent is authorized, authorized as it may deem necessary or appropriate, appropriate to file or register, in each case at Borrower’s sole cost and expense, register in any applicable jurisdiction such financing statements, financing statement amendments change statements or other filings, in each instance covering any of the Collateral 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.