Administration by Agent Clause Samples

Administration by Agent. 60 SECTION 8.2.

Administration by Agent. (a) Each of the Lenders and the Issuing Lender hereby irrevocably appoints the Agent as its agent and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto.

Administration by Agent. (a) The general administration of the Fundamental Documents and any other documents contemplated by this Agreement shall be by the Agent or its designees. Except as otherwise expressly provided herein each of the Lenders hereby irrevocably authorizes the Agent, at its discretion, to take or refrain from taking such actions as agent on its behalf and to exercise or refrain from exercising such powers under the Fundamental Documents, the Notes and any other documents contemplated by this Agreement as are expressly delegated by the terms hereof or thereof, as appropriate, together with all powers reasonably incidental thereto. The Agent shall have no duties or responsibilities except as set forth in the Fundamental Documents. (b) The Lenders hereby authorize the Agent (in its sole discretion): (i) in connection with the sale or other disposition of any asset included in the Collateral, to the extent undertaken in accordance with the terms of this Agreement, to release a Lien granted to it (for the benefit of the Lenders) on such asset; (ii) to determine that the cost to the Borrower is disproportionate to the benefit to be realized by the Lenders by perfecting a Lien in a given asset or group of assets included in the Collateral and that the Borrower should not be required to perfect such Lien in favor of the Agent; (iii) to appoint subagents to be the holder of record of a Lien to be granted to the Agent or to hold on behalf of the Agent such collateral or instruments relating thereto;

Administration by Agent. 50 SECTION 8.02. Advances and Payments...............................50 SECTION 8.03.

Administration by Agent. Each of the Lenders and the Issuing Lender hereby irrevocably appoints the Agent as its agent and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article 8 are solely for the benefit of the Agent and the Lenders and, except with respect to Section 8.05, the Borrower shall not have rights as a third party beneficiary of any such provisions.

Administration by Agent. The general administration of the Loan Documents shall be by the Agent. Each Bank hereby irrevocably authorizes the Agent, at its discretion, to take or refrain from taking such actions as agent on its behalf and to exercise or refrain from exercising such powers under the Loan Documents and the Notes as are delegated by the terms hereof or thereof, as appropriate, together with all powers reasonably incidental thereto. The Agent shall have no duties or responsibilities except as set forth in this Agreement and the remaining Loan Documents. Except as expressly set forth in Section 10.06 of this Agreement, no Co-Agent shall have any authority, duties or responsibilities solely by virtue of its status as a Co-Agent.

Administration by Agent. Each of the Lenders hereby irrevocably appoints the Agent as its agent and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto (including, for the avoidance of doubt, to enter into the ABL Intercreditor Agreement, the Term Intercreditor Agreement and any other intercreditor agreement expressly contemplated by Section 6.01). The provisions of this Article 8 are solely for the benefit of the Agent and the Lenders and, except with respect to Section 8.05, the Borrower shall not have rights as a third party beneficiary of any such provisions.

Administration by Agent. (a) The general administration of the Fundamental Documents and any other documents contemplated by this Agreement shall be by the Agent or its designees. Except as otherwise expressly provided herein, each of the Lenders hereby irrevocably authorizes the Agent, at its discretion, to take or refrain from taking such actions as agent on its behalf and to exercise or refrain from exercising such powers under the Fundamental Documents, the Notes and any other documents contemplated by this Agreement as are delegated by the terms hereof or thereof, as appropriate, together with all powers reasonably incidental thereto. The Agent shall have no duties or responsibilities except as set forth in the Fundamental Documents. (b) The Lenders hereby authorize the Agent (in its sole discretion): (i) in connection with the sale or other disposition of any asset included in the Collateral, in accordance with the terms of this Agreement, to release a Lien granted to it (for the benefit of the Lenders) on such asset; (ii) to determine that the cost to the Borrower or another Credit Party is disproportionate to the benefit to be realized by the Lenders by perfecting a Lien in a given asset or group of assets included in the Collateral (other than any item which is to be included in the Borrowing Base) and that the Borrower or such other Credit Party should not be required to perfect such Lien in favor of the Agent (for the benefit of the Lenders); (iii) to appoint Lend▇▇▇ ▇▇ other Persons to be the holder of record of a Lien to be granted to the Agent (for the benefit of the Lenders) or to hold on behalf of the Agent such collateral or instruments relating thereto; (iv) to modify any of the Fundamental Documents (other than this Agreement, the Notes and the Guaranty) in order to (x) cure any ambiguity, omission, defect or inconsistency, (y) comply with the terms of transactions which are permitted by the terms of Articles 5 or 6 hereof or which are otherwise consented to by the requisite Lenders in accordance with the terms hereof and (z) to add covenants of a Credit Party for the benefit of the Lenders; (v) to grant the right of Quiet Enjoyment to licensees pursuant to the terms of Section 8.13; and (vi) enter guild subordination agreements with the guilds with respect to the security interests in favor of the guilds required pursuant to the terms of the collective bargaining agreements.

Administration by Agent. The Agent will hold in accordance with this Agreement all items of the Pledged Collateral at any time received by it under this Agreement. It is expressly understood and agreed that the obligations of the Agent as holder of the Pledged Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement.