Common use of Rights, Duties and Obligations Clause in Contracts

Rights, Duties and Obligations. 1. Effective as of the Effective Date, the Successor Agent shall be vested with all the rights, powers, discretion and privileges of the Existing Agent (including, for the avoidance of doubt, for the purpose of Italian law, the power to act, also with the authorization pursuant to article 1395 of the Italian Civil Code, as mandatario con rappresentanza of the Lenders) as described in the Existing Credit Documents and the Successor Agent assumes, from and after the Effective Date, the obligations, responsibilities and duties of the Existing Agent in accordance with the terms of the Existing Credit Documents, and, except as set forth in Sections 5 and 6 hereof, the Existing Agent is discharged from all of its duties and obligations as the Administrative Agent, Collateral Agent and Swing Line Lender under the Existing Credit Documents. Nothing in this Agreement or any other Existing Credit Documents shall be deemed a termination of the protective provisions and indemnities (collectively, the “Protective Provisions”) of any Existing Credit Document (including, without limitation, Section 9 and Sections 10.2 and 10.3 of the Credit Agreement, which provisions shall continue in effect for the benefit of the Existing Agent, its sub-agents and their respective affiliates in respect of any actions taken or omitted to be taken by any of them while acting as the Existing Agent or after the date hereof that survive the Existing Agent’s resignation pertaining to GSLP in its capacity as Administrative Agent, Collateral Agent and/or Swing Line Lender. Any amounts owed to the Existing Agent under this Agreement or under the Existing Credit Documents in its capacity as the Existing Agent shall constitute “Obligations” for all purposes of the Existing Credit Documents and shall be entitled to the priority currently afforded thereto by the terms of the Existing Credit Documents. The parties hereby agree that the Protective Provisions shall apply to all actions taken by GSLP in its capacity as the Existing Agent under or in connection with this Agreement or the Existing Credit Documents, whether taken before, on or to the extent in accordance with Section 5 hereof after the Effective Date. The Successor Agent hereby acknowledges that (i) neither the Existing Agent nor any of its affiliates has made or shall be deemed to have made any representation or warranty to the Successor Agent and (ii) it has, independently and without reliance upon the Existing Agent or any of its affiliates, made its own decision to enter into this Agreement and the transactions contemplated hereby.

Rights, Duties and Obligations. 1. Effective as (a) As of the Amendment Effective Date, (i) the Successor Agent shall be succeed to and become vested with all the applicable rights, powers, discretion discretion, privileges and privileges shall assume all the applicable duties and obligations of the Existing Retiring Agent (including, for the avoidance of doubt, for the purpose of Italian law, the power to act, also with the authorization pursuant to article 1395 of the Italian Civil Code, as mandatario con rappresentanza of the Lenders) as described in the Existing Credit Documents and the Successor Agent assumes, from and after the Effective Date, the obligations, responsibilities and duties of the Existing Agent in accordance with the terms of the Existing Credit Documents, and, except as set forth in Sections 5 and 6 hereofAgreement, the Existing Agent is discharged from all of Guarantee and Security Agreement and the other Loan Documents, and shall be bound by the terms thereof in its duties and obligations respective capacities as the Administrative Agent, Collateral Agent and Swing Line Lender under Swingline Lender, in each case as if the Successor Agent had been a party to each of the Existing Credit Documents. Nothing Agreement and the Existing Guarantee and Security Agreement and the other Loan Documents in this Agreement or any other such respective capacities on and from the date of those agreements, and (ii) subject to Sections 4.2(b) and (c) below, the Retiring Agent is hereby discharged from its duties and obligations under the Loan Documents in its capacities as Administrative Agent, Swingline Lender, Issuing Bank and Collateral Agent; provided that the provisions of (x) Article VIII and Section 9.03 of the Existing Credit Documents shall be deemed a termination Agreement and (y) Sections 9 and 10.04 of the protective provisions Existing Guarantee and indemnities (collectivelySecurity Agreement shall, the “Protective Provisions”) of any Existing Credit Document (includingin each case, without limitation, Section 9 and Sections 10.2 and 10.3 of the Credit Agreement, which provisions shall continue in effect for the benefit of the Existing Agent, its sub-agents and their respective affiliates Retiring Agent in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Existing Administrative Agent or after the date hereof that survive the Existing Agent’s resignation pertaining to GSLP in its capacity as Administrative Collateral Agent, Collateral Agent and/or Swing Line Lenderas applicable. Any amounts owed to For the Existing Agent under this Agreement or under avoidance of doubt, the Existing Credit Documents in its capacity as parties hereto acknowledge that upon the Existing Agent shall constitute “Obligations” for all purposes resignation of the Existing Credit Issuing Bank on the Amendment Effective Date, no Issuing Bank will be appointed under the Loan Documents until any such successor Issuing Bank is designated and shall be entitled to the priority currently afforded thereto by the terms of the Existing Credit Documents. The parties hereby agree that the Protective Provisions shall apply to all actions taken by GSLP in its capacity as the Existing Agent under or in connection with this Agreement or the Existing Credit Documents, whether taken before, on or to the extent appointed in accordance with Section 5 hereof after the Effective Date. The Successor Agent hereby acknowledges that (i) neither the Existing Agent nor any of its affiliates has made or shall be deemed to have made any representation or warranty to the Successor Agent and (ii) it has, independently and without reliance upon the Existing Agent or any of its affiliates, made its own decision to enter into this Agreement and the transactions contemplated herebyCredit Agreement.

Rights, Duties and Obligations. 1. Effective as (a) As of the Effective Date, the Successor Agent shall be vested with all the rights, powers, discretion and privileges of the Existing Agent (including, for the avoidance of doubt, for the purpose of Italian law, the power to act, also with the authorization pursuant to article 1395 of the Italian Civil Code, as mandatario con rappresentanza of the Lenders) as described in the Existing Credit Loan Documents and the Successor Agent assumes, from and after the Effective Date, the obligations, responsibilities and duties of the Existing Agent in accordance with the terms of the Existing Credit Loan Documents, and, except as set forth in Sections Section 5 and 6 hereofbelow, the Existing Agent is discharged from all of its duties and obligations as the Administrative Agent, Collateral Agent and Swing Line Lender under the Existing Credit Loan Documents. Nothing in this Agreement or any other Existing Credit Documents shall be deemed a termination of the protective rights, benefits, immunities, exculpatory provisions and indemnities in favor of the Administrative Agent (collectively, the “Protective Provisions”) of any Existing Credit Loan Document (including, without limitation, Article VIII and Section 9 and Sections 10.2 and 10.3 9.03 of the Credit Agreement, which provisions shall continue in effect for the benefit of the Existing Agent, its sub-agents and their respective affiliates Related Parties in respect of any actions taken or omitted to be taken by any of them while acting as the Existing Agent or after the date hereof hereof) that survive the Existing Agent’s resignation pertaining to GSLP FP in its capacity as Administrative Agent, Collateral Agent and/or Swing Line Lender. Any amounts owed to the Existing Agent under this Agreement or under the Existing Credit Loan Documents in its capacity as the Existing Agent shall constitute “Obligations” for all purposes of the Existing Credit Loan Documents and shall be entitled to the priority currently afforded thereto by the terms of the Existing Credit Loan Documents. The parties hereby agree that the Protective Provisions shall apply to all actions taken by GSLP FP in its capacity as the Existing Agent under or in connection with this Agreement or the Existing Credit Loan Documents, whether taken before, on or to the extent in accordance with Section 5 hereof after the Effective Date. The Successor Agent hereby acknowledges that (i) except for the certifications set forth in Section 3, neither the Existing Agent nor any of its affiliates Related Parties has made or shall be deemed to have made any representation or warranty to the Successor Agent and (ii) it has, independently and without reliance upon the Existing Agent or any of its affiliatesRelated Parties, made its own decision to enter into this Agreement and the transactions contemplated hereby.