Common use of Administrative Agent’s Possession Clause in Contracts

Administrative Agent’s Possession. With respect to all of the Collateral (and all other security for the Obligations) delivered or transferred to, or otherwise in the custody or control of (including any items in transit to or set apart for) Administrative Agent or any of its agents, associates or correspondents, in accordance with this Agreement, the Borrowers agree that (a) such Collateral (and other security) will be and be deemed to be in the sole possession of the Administrative Agent, for the benefit of the Holders of the Obligations; (b) Borrowers have no right to withdraw or substitute any such Collateral (or other security); (c) Borrowers shall not take or permit any action, or exercise any voting and other rights, powers and privileges in respect of the Collateral (or other security) inconsistent with Administrative Agent’s and Lenders’ interest therein and sole possession thereof; and (d) Administrative Agent, for the benefit of the Holders of the Obligations, may in it its Sole Discretion and without notice, without obligation or liability except to account for property actually received by it, and without affecting or discharging the Obligations, (1) further transfer and segregate the Collateral (or other security) in its possession; (2) receive Collateral Revenues or Proceeds and hold the same as a part of the Collateral (or other security) and/or apply the same as hereinafter provided; and (3) exchange any of the Collateral (or other security) for other property upon reorganization, recapitalization or other readjustment. Upon the occurrence and during the continuance of an Event of Default, Administrative Agent, for the benefit of the Holders of the Obligations, is authorized (i) to exercise or cause its nominee to exercise all or any rights, powers and privileges (including to vote) on or with respect to the Collateral (or other security) with the same force and effect as an absolute owner thereof; (ii) whether any of the Obligations be due, in its (or Lenders’) name(s) or in Borrowers’ names or otherwise, to demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for, or make any compromise or settlement Administrative Agent, on behalf of the Holders of the Obligations, deems desirable with respect to, any of the Collateral (or other security); and (iii) to extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, or release, any of the Collateral (or other security). Notwithstanding the rights accorded Administrative Agent or the Lenders with respect to the Collateral (or other security) and except to the extent provided below or required by the UCC or other applicable Law (which requirement cannot be modified, waived or excused), Administrative Agent’s (and any Lender’s) sole duty with respect to any Collateral (or other security) in its possession (with respect to custody, preservation, safekeeping or otherwise and whether under Section 9-207 of the UCC or otherwise) will be to deal with it in the same manner that such party deals with similar property owned and possessed by it. Without limiting the foregoing, Administrative Agent (and Holders of the Obligations), and any of its (and their) officers, directors, members, partners, trustees, owners, debt holders, employees, representatives, agents and designees, except as otherwise required by applicable Law (I) will have no duty with respect to the Collateral (or other security) or the rights granted hereunder; (II) will not be required to sell, invest, substitute, replace or otherwise dispose of the Collateral (or other security); (III) will not be required to take any steps necessary to preserve any rights against prior parties to any of the Collateral (or other security); (IV) will not be liable for (or deemed to have made an election of or exercised any right or remedy on account of) any delay or failure to demand, collect or realize upon any of the Collateral (or other security); and (V) will have no obligation or liability in connection with the Collateral (or other security) or arising under this Agreement. Borrowers agree that such standard of care is reasonable and appropriate under the circumstances.

Administrative Agent’s Possession. With respect to all of the Collateral (and all other security for the Obligations) delivered or transferred to, or otherwise in the custody or control of (including any items in transit to or set apart for) the Administrative Agent or any of its agentsagents or representatives, associates or correspondentsfor the benefit of the Secured Parties, in Obligor Name: Southwest Convenience Stores, LLC and Skinny's, LLC Obligor No.: 0262937922 SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 91 42575.100083 EMF_US 48981686v14 accordance with this Agreement, the Borrowers agree each Borrower or Subsidiary agrees that (a) such Collateral (and other security) will be and be deemed to be in the sole possession of the Administrative Agent, for the benefit of the Holders of the ObligationsSecured Parties; (b) Borrowers have such Borrower or Subsidiary has no right to withdraw or substitute any such Collateral (or other security)Collateral; (c) Borrowers such Borrower or Subsidiary shall not take or permit any action, or exercise any voting and other rights, powers and privileges in respect of the Collateral (or other security) inconsistent with the Administrative Agent’s 's and Lenders’ the Secured Parties' interest therein and sole possession thereof; and (d) the Administrative Agent, for the benefit of the Holders of the ObligationsSecured Parties, may in it its Sole Discretion and without notice, without obligation or liability except to account for property actually received by it, and without affecting or discharging the Obligations, (1i) if and to the extent not prohibited by applicable Law, further transfer and segregate the Collateral (or other security) in its possession; (2ii) upon the occurrence and during the continuance of an Event of Default, receive Collateral Revenues or Proceeds and hold the same as a part of the Collateral (or other security) and/or apply the same to the Obligations as hereinafter provided; and (3iii) exchange any of the Collateral (or other security) for other property upon reorganization, recapitalization or other readjustment. Upon Following the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Holders of the ObligationsSecured Parties, is authorized (iA) to exercise or cause its nominee to exercise all or any rights, powers and privileges (including to vote) on or with respect to the Collateral (or other security) with the same force and effect as an absolute owner thereof; (iiB) whether any of the Obligations be due, in its (or the Lenders’') name(s) or in Borrowers’ names any Borrower's or Subsidiary's name or otherwise, to demand, xxx sue for, collect or receive any money or property at any xxy time payable or receivable on account of or in exchange for, or make any compromise or settlement that the Administrative Agent, on behalf of the Holders of the ObligationsSecured Parties, deems desirable with respect to, any of the Collateral (or other security)Collateral; and (iiiC) to extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, or release, any of the Collateral (or other security)Collateral. Notwithstanding the rights accorded the Administrative Agent or the Lenders Secured Parties with respect to the Collateral (or other security) and except to the extent provided below or required by the UCC or other applicable Law (which requirement cannot be modified, waived or excused), the Administrative Agent’s 's (and any Lender’sSecured Party's) sole duty with respect to any Collateral (or other security) in its possession (with respect to custody, preservation, safekeeping or otherwise and whether under Section 9-207 of the UCC or otherwise) will be to deal with it in the same manner that such party deals with similar property owned and possessed by it. Without limiting the foregoing, the Administrative Agent (and Holders of the ObligationsSecured Parties), and any of its (and their) officers, directors, members, partners, trustees, owners, debt holders, employees, representatives, agents and designees, except as otherwise required by applicable Law (I1) will have no duty with respect to the Collateral (or other security) or the rights granted hereunder; (II2) will not be required to sell, invest, substitute, replace or otherwise dispose of the Collateral (or other security)Collateral; (III3) will not be required to take any steps necessary to preserve any rights against prior parties to any of the Collateral (or other security)Collateral; (IV4) will not be liable for (or deemed to have made an election of or exercised any right or remedy on account of) any delay or failure to demand, collect or realize upon any of the Collateral (or other security)Collateral; and (V5) will have no obligation or liability in connection with the Collateral (or other security) or arising under this AgreementAgreement except as may be imposed by applicable Law. Borrowers agree Each Borrower or Subsidiary agrees that such standard of care is reasonable and appropriate under the circumstances.

Administrative Agent’s Possession. With respect to all of the Collateral (and all other security for the ObligationsRevolving Credit Loans) delivered or transferred to, or otherwise in the custody or control of (including any items in transit to or set apart for) Administrative Agent or any of its agents, associates or correspondents, in accordance with this Agreement, the Borrowers agree that (a) such Collateral (and other security) will be and be deemed to be in the sole possession of the Administrative Agent, for the benefit of the Holders of the ObligationsLenders; (b) Borrowers have no right to withdraw or substitute any such Collateral (or other security); (c) Borrowers shall not take or permit any action, or exercise any voting and other rights, powers and privileges in respect of the Collateral (or other security) inconsistent with Administrative Agent’s and Lenders’ interest therein and sole possession thereof; and (d) Administrative Agent, for the benefit of the Holders of the ObligationsLenders, may in it its Sole Discretion and without notice, without obligation or liability except to account for property actually received by it, and without affecting or discharging the Obligations, (1) further transfer and segregate the Collateral (or other security) in its possession; (2) receive Collateral Revenues or Proceeds and hold the same as a part of the Collateral (or other security) and/or apply the same as hereinafter provided; and (3) exchange any of the Collateral (or other security) for other property upon reorganization, recapitalization or other readjustment. Upon the occurrence and during the continuance of an Event of Default, Administrative Agent, for the benefit of the Holders of the ObligationsLenders, is authorized (i) to exercise or cause its nominee to exercise all or any rights, powers and privileges (including to vote) on or with respect to the Collateral (or other security) with the same force and effect as an absolute owner thereof; (ii) whether any of the Obligations be due, in its (or Lenders’) name(s) or in Borrowers’ names or otherwise, to demand, xxx sxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for, or make any compromise or settlement Administrative Agent, on behalf of the Holders of the ObligationsLenders, deems desirable with respect to, any of the Collateral (or other security); and (iii) to extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, or release, any of the Collateral (or other security). Notwithstanding the rights accorded Administrative Agent or the Lenders with respect to the Collateral (or other security) and except to the extent provided below or required by the UCC or other applicable Law (which requirement cannot be modified, waived or excused), Administrative Agent’s (and any Lender’s) sole duty with respect to any Collateral (or other security) in its possession (with respect to custody, preservation, safekeeping or otherwise and whether under Section 9-207 of the UCC or otherwise) will be to deal with it in the same manner that such party deals with similar property owned and possessed by it. Without limiting the foregoing, Administrative Agent (and Holders of the ObligationsLenders), and any of its (and their) officers, directors, members, partners, trustees, owners, debt holders, employees, representatives, agents and designees, except as otherwise required by applicable Law (I) will have no duty with respect to the Collateral (or other security) or the rights granted hereunder; (II) will not be required to sell, invest, substitute, replace or otherwise dispose of the Collateral (or other security); (III) will not be required to take any steps necessary to preserve any rights against prior parties to any of the Collateral (or other security); (IV) will not be liable for (or deemed to have made an election of or exercised any right or remedy on account of) any delay or failure to demand, collect or realize upon any of the Collateral (or other security); and (V) will have no obligation or liability in connection with the Collateral (or other security) or arising under this Agreement. Borrowers agree that such standard of care is reasonable and appropriate under the circumstances.

Administrative Agent’s Possession. With respect to all of the Collateral (and all other security for the Obligations) delivered or transferred to, or otherwise in the custody or control of (including any items in transit to or set apart for) the Administrative Agent or any of its agents, associates or correspondents, for the benefit of the Holders, in accordance with this Agreement, the Borrowers agree Company agrees that (a) such Collateral (and other security) will be and be deemed for UCC purposes to be in the sole possession of the Administrative Agent, for the benefit of the Holders of the ObligationsHolders; (b) Borrowers the Company will have no right to withdraw or substitute any such Collateral (or other security)than to the extent otherwise permitted hereunder; and (c) Borrowers shall not take or permit any actionfollowing the occurrence and during the continuance of an Event of Default, or exercise any voting and other rights, powers and privileges in respect of the Collateral (or other security) inconsistent with Administrative Agent’s and Lenders’ interest therein and sole possession thereof; and (d) Administrative Agent, for the benefit of the Holders of the ObligationsHolders, may in it its Sole Discretion reasonable discretion and without notice, without obligation or liability (except to account for property actually received by itit as required hereunder), and without affecting or discharging the Obligations, (1i) further transfer and segregate the Collateral (or other security) in its possession; (2ii) receive Collateral Revenues or Proceeds and hold the same as a part of the Collateral (or other security) and/or apply the same as hereinafter provided; and (3iii) exchange any of the Collateral (or other security) for other property upon reorganization, recapitalization or other readjustmentreadjustment of the Company. Upon Following the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Holders of the ObligationsHolders, is authorized authorized, subject at all times to the requirements of applicable Law, (iA) to exercise or cause its nominee to exercise all or any rights, powers and privileges (including to vote) on or with respect to the Collateral (or other security) with the same force and effect as an absolute owner thereof; (iiB) whether any of the Obligations be due, in its (or Lenders’) name(s) or in Borrowers’ names or otherwise, to demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for, or make any compromise or settlement Administrative Agent, on behalf of the Holders of the Obligations, deems desirable with respect to, for any of the Collateral (or other security)Collateral; and (iiiC) to extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, or release, any of the Collateral (or other security)Collateral. Notwithstanding the rights accorded the Administrative Agent or the Lenders Holders with respect to the Collateral (or other security) Collateral, and except to the extent provided below for in this Agreement or required by the UCC or other applicable Law (which requirement cannot be modified, waived or excused), the Administrative Agent’s (and any LenderHolder’s) sole duty with respect to any Collateral (or other security) in its possession (with respect to custody, preservation, safekeeping or otherwise and whether under Section 9-207 of the UCC or otherwise) will be to deal with it in the same manner that such party deals with similar property owned and possessed by itit for its own account. Without limiting the foregoing, the Administrative Agent (and Holders of the ObligationsHolders), and any of its (and their) officers, directors, members, partners, trustees, owners, debt holders, employees, representatives, agents and designees, except as otherwise required by applicable Law Law, (Iv) will have no duty with respect to the Collateral (or other security) or the rights granted hereunder; (IIw) will not be required to sell, invest, substitute, replace or otherwise dispose of the Collateral (or other security)Collateral; (IIIx) will not be required to take any steps necessary to preserve any rights against prior parties to any of the Collateral (or other security)Collateral; (IVy) will not be liable for (or deemed to have made an election of or exercised any right or remedy on account of) any delay or failure to demand, collect or realize upon any of the Collateral (or other security)Collateral; and (Vz) will have no obligation or liability in connection with the Collateral (or other security) or arising under this Agreement. Borrowers agree The Company agrees that such standard of care is reasonable and appropriate under the circumstances.