c. This Agreement, and any Ancillary Document to be entered into by ARGENT, has been or shall be duly authorized, executed and delivered on behalf of ARGENT, in its individual capacity before the Effective Date, and in its individual capacity and as the successor trustee following the Effective Date, and in each instance constitutes or shall constitute its legal, valid and binding obligation, enforceable in accordance with its terms.
d. ARGENT has full power and authority to execute, deliver and perform this Agreement and the Ancillary Documents. This Agreement has been and the Ancillary Documents will be duly authorized, executed and delivered on behalf of ARGENT and constitute its legal, valid and binding obligation, enforceable in accordance with its terms.
e. The execution, delivery, and performance by ARGENT of this Agreement and the Ancillary Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby do not and will not (i) conflict with or result in a violation of any provision of the governing documents of ARGENT, (ii) conflict with or result in a violation of any provision of, or constitute (with or without the giving of notice or the passage of time or both) a default under, or give rise (with or without the giving of notice or the passage of time or both) to any right of termination, cancellation, or acceleration under, any bond, debenture, note, mortgage, indenture, lease, agreement, or other instrument or obligation to which ARGENT is a party or by which ARGENT or any of its properties may be bound, or (iii) violate any applicable law binding upon ARGENT, except, in the case of clauses (i) and (ii) above, for any such conflicts, violations, defaults, terminations, cancellations, accelerations, liens, or encumbrances which would not be material, individually or in the aggregate.
f. Other than the Unit Holder Approval (and related filings with the Securities and Exchange Commission in connection therewith) or a court referenced in this Agreement, no consent, approval, order, or authorization of, or declaration, filing, or registration with, any governmental entity is required to be obtained or made by ARGENT in connection with the execution, delivery, or performance by ARGENT of this Agreement or any Ancillary Document to which it is a party or the consummation by it of the Transactions.
g. There is no investment banker, broker, finder or other intermediary who has been retained by or is authorized to act on behalf of ARGENT who might be entitled to any fee or other commission in connection with the Transactions.
5. Each Party hereby agrees to execute such other instruments and documents, and give such further assurances, as are necessary to perform the obligations assumed by such Party under this Agreement; provided that each Party shall have the opportunity to review the terms of such instrument or document to ensure that the terms are reasonable and necessary to perform its obligations.
6. Each Party hereby agrees that the costs and expenses of the proxy solicitation in connection with the Unit Holder Approval (and any court approval required for the Transactions), as well as Trustee’s expenses in connection with the Transactions, will be paid from the assets of the Trust. Successor Trustee agrees to bear its own expenses in connection with the Transactions.
7. Trustee shall be and remain responsible for the administration of the Trust until the Effective Date. Trustee hereby agrees to indemnify and hold harmless Successor Trustee and Successor Trustee’s agents, officers, directors, attorneys or successors for (i) Trustee’s breaches of any of Trustee’s representations or warranties made in this Agreement and (ii) any acts or omissions occurring during Trustee’s tenure as Trustee prior to the Effective Date with respect to the Trust including any taxes, fines, penalties, interest, suits, claims, demands, liens, and proceedings to the extent Successor Trustee is not entitled to indemnification or contribution from the Trust or another party in accordance with the Indenture. Successor Trustee hereby agrees to indemnify and hold harmless Trustee and Trustee’s agents, officers, directors, attorneys or successors for (i) Successor Trustee’s breaches of any of Successor Trustee’s representations and warranties made in this Agreement and (ii) any acts or omissions occurring on or after the Effective Date with respect to each of the Trusts including any taxes, fines, penalties, interest, suits, claims, demands, liens, proceedings to the extent Trustee is not entitled to indemnification or contribution from the Trust or another party in accordance with the Indenture.
8. This Agreement may be terminated prior to the Effective Date:
a. By the mutual written consent of Trustee and Successor Trustee;
