Appointment of Holdings as Agent Sample Clauses

Appointment of Holdings as Agent. To aid the daily administration of this Agreement and the Related Documents, and to accommodate Borrower, each other Borrower hereby appoints Holdings as its agent for the giving and receiving of all notices and other communication hereunder and under the Related Documents. For so long as the Liabilities remain outstanding, each Borrower hereby covenants and agrees, and hereby grants to Holdings an absolute and irrevocable power of attorney coupled with interest, and irrevocably designates, appoints, authorizes and directs Holdings, on behalf of such Borrower, to (a) certify the financial statements of Borrower and compliance certificates, (b) make any other deliveries required to be delivered periodically hereunder to Lender and

Appointment of Holdings as Agent. (a) The Bank shall (i) make the determination whether, when and upon what terms to originate an Additional Account or to extend credit under the Accounts, (ii) extend credit under the Accounts, (iii) effect Interchange Settlement with respect to the Accounts pursuant to and in accordance with this Agreement and the Clearing Bank Supplement, (iv) comply with its covenants set forth in Section 5.1 hereof and (v) maintain all such other licenses, permits or authorizations from Governmental Authorities as are necessary to perform its obligations under this Agreement. Except as set forth in the preceding sentence, Section 3.4 of this Agreement, the Contribution Agreement and the Receivables Purchase Agreement, the Bank shall have no other obligations to Holdings with respect to the Accounts or the Designated Agreements; provided, however that nothing contained herein shall relieve the Bank of its obligations to Cardholders under the Cardholder Agreements, Agreements, the Additional Cardholder Agreements. (b) The Bank hereby appoints Holdings to act as its sole and exclusive agent, with the power to appoint and retain sub-agents, and Holdings accepts such appointment, to exercise, at Holdings' sole cost and expense, all of the Bank's rights and perform all of its obligations (other than as specified in Section 2.2(a) and subject to this Section 2.2(b)) with respect to the Accounts and under the Initial Designated Agreements and the Additional Designated Agreements, including, without limitation, the following: (i) to make recommendations with respect to the Credit Policy; (ii) to administer the Credit Policy and to administer and manage the Accounts and the Initial Cardholder Agreements and the Additional Cardholder Agreements, in a manner consistent with the Credit Policy, applied consistently and in a manner consistent with past practice; (iii) to arrange for the billing and collection of any and all Accounts Receivable with respect to the Accounts; (iv) to administer and manage all Accounts Receivable arising under the Accounts, subject to the oversight of the Bank and consistent with the Credit Policy, applied consistently and in a manner consistent with past practice; (v) to undertake and perform such collection, enforcement, compromise and other activities with respect to the Accounts as Holdings may deem appropriate; (vi) to initiate and pursue or defend any suit or other legal action or proceeding involving the Accounts, provided, however, that no legal ...