Common use of Appointment Authority and Duties of the Administrative Agent Clause in Contracts

Appointment Authority and Duties of the Administrative Agent. (a) Appointment and Authority. Each Secured Party hereby irrevocably appoints and designates X.X. Xxxxxx as the Administrative Agent under all Loan Documents and X.X. Xxxxxx hereby accepts such appointments. The Administrative Agent may, and each Secured Party authorizes the Administrative Agent to, enter into all Loan Documents to which the Administrative Agent is intended to be a party and accept all Security Documents, for the benefit of Secured Parties. Each Secured Party agrees that any action taken by the Administrative Agent or Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Administrative Agent or Required Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive authority to (a) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as the Administrative Agent each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Loan Party or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. No Secured Party shall have any right individually to take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of the Administrative Agent shall be ministerial and administrative in nature, and the Administrative Agent shall not have a fiduciary relationship with any Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. The Administrative Agent alone shall be authorized to determine whether any Accounts, Credit Card Receivables or Inventory constitute Eligible Credit Card Receivables, Eligible Inventory or Eligible In-Transit Inventory, whether to impose or release any Availability Reserve, or whether any conditions to funding or to issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgment.

Appointment Authority and Duties of the Administrative Agent. (a) Appointment and Authority. Each Secured Party Lender hereby irrevocably appoints and designates X.X. Xxxxxx BofA as the Administrative Agent under all Loan Documents and X.X. Xxxxxx hereby accepts such appointmentsto act as herein specified. The Administrative Agent may, and each Secured Party authorizes Lender by its acceptance of a Note and becoming a party to this Agreement shall be deemed irrevocably to have authorized the Administrative Agent to, enter into all Loan Documents to which the Administrative Agent is or is intended to be a party and accept all amendments hereto and all Security DocumentsDocuments at any time executed by the Borrower, for its benefit and the Pro Rata benefit of Secured PartiesLenders and, except as otherwise provided in this Article IX, to exercise such rights and powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such other rights and powers as are reasonably incidental thereto. Each Secured Party Lender agrees that any action taken by the Administrative Agent or the Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by the Administrative Agent or the Required Lenders of any rights or remedies of the powers set forth herein or therein, together with all such other powers as are reasonably incidental thereto, shall be authorized by and binding upon all Secured PartiesLenders. Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive right and authority to (a) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with this Agreement and the other Loan Documents; (b) execute and deliver as the Administrative Agent each Loan Document, Document (including any intercreditor or subordination agreement, each Imported Goods Agreement) and accept delivery of each Loan Document from such agreement by the Borrower or any Loan Party or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting the perfection of all Liens and administering Liens under created by this Agreement or the Loan DocumentsSecurity Documents and, and subject to the direction of the Required Lenders, for all other purposes stated therein, provided that the Administrative Agent hereby appoints, authorizes and directs each Lender to act as a collateral sub-agent for the Administrative Agent and the other Lenders for purposes of the perfection of all Liens and Liens with respect to the Borrower’s deposit accounts maintained with, and all cash and Cash Equivalents held by, such Lender; (d) subject to the direction of the Required Lenders, manage, supervise or otherwise deal with the Collateral; and (e) take any Enforcement Action or except as may be otherwise specifically restricted by the terms of this Agreement and subject to the direction of the Required Lenders, exercise any rights or all remedies given to the Administrative Agent with respect to the Borrower or any of the Collateral under the Loan Documents, Applicable Law or otherwise. No Secured Party shall have any right individually to take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan DocumentsDocuments relating thereto, Applicable Law or otherwise. The duties of the Administrative Agent shall be ministerial and administrative in nature, and the Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship with any Secured Party, Participant or other Person, by reason of any Loan Document Lender (or any transaction relating theretoLender’s participants). The Unless and until its authority to do so is revoked in writing by Required Lenders, the Administrative Agent alone shall be authorized to determine whether any Accounts, Credit Card Receivables or Inventory constitute Eligible Credit Card Receivables, Receivables or Eligible Inventory (basing such determination in each case upon the meanings given to such terms in Section 1), or Eligible In-Transit Inventory, whether to impose or release any Availability Reservereserve, or whether any conditions and to funding or to issuance of a Letter of Credit have been satisfiedexercise its own judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from any liability to Lenders or any Lender or other Person for any error errors in judgment.

Appointment Authority and Duties of the Administrative Agent. (a) Appointment and Authority. Each Secured Party Lender hereby irrevocably appoints and designates X.X. Xxxxxx BofA as the Administrative Agent under all Loan Documents and X.X. Xxxxxx hereby accepts such appointmentsto act as herein specified. The Administrative Agent may, and each Secured Party authorizes Lender by its acceptance of a Note and becoming a party to this Agreement shall be deemed irrevocably to have authorized the Administrative Agent to, enter into all Loan Documents to which the Administrative Agent is or is intended to be a party and accept all amendments hereto and all Security DocumentsDocuments at any time executed by the Borrower, for its benefit and the Pro Rata benefit of Secured PartiesLenders and, except as otherwise provided in this Article IX, to exercise such rights and powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such other rights and powers as are reasonably incidental thereto. Each Secured Party Lender agrees that any action taken by the Administrative Agent or the Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by the Administrative Agent or the Required Lenders of any rights or remedies of the powers set forth herein or therein, together with all such other powers as are reasonably incidental thereto, shall be authorized by and binding upon all Secured PartiesLenders. Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive right and authority to (a) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with this Agreement and the other Loan Documents; (b) execute and deliver as the Administrative Agent each Loan Document, Document (including any intercreditor or subordination agreement, each Imported Goods Agreement) and accept delivery of each Loan Document from such agreement by the Borrower or any Loan Party or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting the perfection of all Liens and administering Liens under created by this Agreement or the Loan DocumentsSecurity Documents and, and subject to the direction of the Required Lenders, for all other purposes stated therein, provided that the Administrative Agent hereby appoints, authorizes and directs each Lender to act as a collateral sub-agent for the Administrative Agent and the other Lenders for purposes of the perfection of all Liens and Liens with respect to the Borrower's deposit accounts maintained with, and all cash and Cash Equivalents held by, such Lender; (d) subject to the direction of the Required Lenders, manage, supervise or otherwise deal with the Collateral; and (e) take any Enforcement Action or except as may be otherwise specifically restricted by the terms of this Agreement and subject to the direction of the Required Lenders, exercise any rights or all remedies given to the Administrative Agent with respect to the Borrower or any of the Collateral under the Loan Documents, Applicable Law or otherwise. No Secured Party shall have any right individually to take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan DocumentsDocuments relating thereto, Applicable Law or otherwise. The duties of the Administrative Agent shall be ministerial and administrative in nature, and the Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship with any Secured Party, Participant or other Person, by reason of any Loan Document Lender (or any transaction relating theretoLender's participants). The Unless and until its authority to do so is revoked in writing by Required Lenders, the Administrative Agent alone shall be authorized to determine whether any Accounts, Credit Card Receivables or Inventory constitute Eligible Credit Card Receivables, Receivables or Eligible Inventory (basing such determination in each case upon the meanings given to such terms in Section 1), or Eligible In-Transit Inventory, whether to impose or release any Availability Reservereserve, or whether any conditions and to funding or to issuance of a Letter of Credit have been satisfiedexercise its own judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from any liability to Lenders or any Lender or other Person for any error errors in judgment.

Appointment Authority and Duties of the Administrative Agent. (a) Appointment and Authority. Each Secured Party Lender hereby irrevocably appoints and designates X.X. Xxxxxx BofA as the Administrative Agent under all Loan Documents and X.X. Xxxxxx hereby accepts such appointmentsto act as herein specified. The Administrative Agent may, and each Secured Party authorizes Lender by its acceptance of a Note and becoming a party to this Agreement shall be deemed irrevocably to have authorized the Administrative Agent to, enter into all Loan Documents to which the Administrative Agent is or is intended to be a party and accept all amendments hereto and all Security DocumentsDocuments at any time executed by the Borrower, for its benefit and the Pro Rata benefit of Secured PartiesLenders and, except as otherwise provided in this Article IX, to exercise such rights and powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such other rights and powers as are reasonably incidental thereto. Each Secured Party Lender agrees that any action taken by the Administrative Agent or the Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by the Administrative Agent or the Required Lenders of any rights or remedies of the powers set forth herein or therein, together with all such other powers as are reasonably incidental thereto, shall be authorized by and binding upon all Secured PartiesLenders. Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive right and authority to (ai) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with this Agreement and the other Loan Documents; (bii) execute and deliver as the Administrative Agent each Loan Document, Document (including any intercreditor or subordination agreement, each Imported Inventory Agreement) and accept delivery of each Loan Document from such agreement by the Borrower or any Loan Party or other Person; (ciii) act as collateral agent for Secured Parties for purposes of perfecting the perfection of all Liens and administering Liens under created by this Agreement or the Loan DocumentsSecurity Documents and, and subject to the direction of the Required Lenders, for all other purposes stated therein, provided that the Administrative Agent hereby appoints, authorizes and directs each Lender to act as a collateral sub-agent for the Administrative Agent and the other Lenders for purposes of the perfection of all Liens and Liens with respect to the Borrower's deposit accounts maintained with, and all cash and Cash Equivalents held by, such Lender; (div) subject to the direction of the Required Lenders, manage, supervise or otherwise deal with the Collateral; and (ev) take any Enforcement Action or except as may be otherwise specifically restricted by the terms of this Agreement and subject to the direction of the Required Lenders, exercise any rights or all remedies given to the Administrative Agent with respect to the Borrower or any of the Collateral under the Loan Documents, Applicable Law or otherwise. No Secured Party shall have any right individually to take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan DocumentsDocuments relating thereto, Applicable Law or otherwise. The duties of the Administrative Agent shall be ministerial and administrative in nature, and the Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship with any Secured Party, Participant or other Person, by reason of any Loan Document Lender (or any transaction relating thereto-74- Lender's participants). The Unless and until its authority to do so is revoked in writing by Required Lenders, the Administrative Agent alone shall be authorized to determine whether any Accounts, Credit Card Receivables or Inventory constitute Eligible Credit Card Receivables, Receivables or Eligible Inventory (basing such determination in each case upon the meanings given to such terms in Article I), or Eligible In-Transit Inventory, whether to impose or release any Availability Reservereserve, or whether any conditions and to funding or to issuance of a Letter of Credit have been satisfiedexercise its own judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from any liability to Lenders or any Lender or other Person for any error errors in judgment.