Common use of Authority of Administrative Agent Clause in Contracts

Authority of Administrative Agent. Each Grantor and Holdings acknowledge that the rights and responsibilities of the Administrative Agent under the Credit Agreement and the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent under the Credit Agreement or under this Agreement of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors and/or Holdings, the Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor or Holdings shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

Authority of Administrative Agent. Each Grantor and Holdings acknowledge The Guarantor acknowledges that the rights and responsibilities of the Administrative Agent under the Credit Agreement and the Administrative Agent under this Agreement Guarantee with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent under the Credit Agreement or under this Agreement of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement Guarantee or any amendment, supplement or other modification of this Guarantee shall, as between the Administrative Agent and the other Secured Guaranteed Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors and/or HoldingsGuarantor, the Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Guaranteed Parties with full and valid authority so to act or refrain from acting, and no Grantor or Holdings the Guarantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

Authority of Administrative Agent. Each Grantor and Holdings acknowledge The Guarantor acknowledges that the rights and responsibilities of the Administrative Agent under the Credit Agreement and the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent under the Credit Agreement or under this Agreement of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement or any amendment, supplement or other modification of this Agreement shall, as between the Administrative Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors and/or HoldingsGuarantor, the Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor or Holdings Guarantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

Authority of Administrative Agent. Each Grantor and Holdings acknowledge acknowledges that the rights and responsibilities of the Administrative Agent under the Credit Agreement and the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent under the Credit Agreement or under this Agreement of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the other Secured Parties, be governed by the Credit Loan Agreement and by such other agreements with respect thereto as may PLEDGE AND SECURITY AGREEMENT COLLECTIVE BRANDS FINANCE, INC. exist from time to time among them, but, as between the Administrative Agent and the Grantors and/or HoldingsGrantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Administrative Agent and the other Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor or Holdings shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

Authority of Administrative Agent. Each Grantor and Holdings acknowledge acknowledges --------------------------------- that the rights and responsibilities of the Administrative Agent under the Credit Agreement and the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent under the Credit Agreement or under this Agreement of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the other Secured Parties, be governed by the Corporate Credit Agreement or the Synthetic Credit Agreement (as the case may be) and by the Agency and Intercreditor Agreement, and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors and/or Holdingseach Grantor, the Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no such Grantor or Holdings shall not be under any obligation, or entitlement, to make any inquiry respecting such authority.

Authority of Administrative Agent. Each Grantor and Holdings acknowledge acknowledges that the rights and responsibilities of the Administrative Agent under the Credit Agreement and the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent under the Credit Agreement or under this Agreement of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement or any amendment, supplement or other modification of this Agreement shall, as between the Administrative Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors and/or HoldingsGrantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor or Holdings shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

Authority of Administrative Agent. Each Grantor and Holdings acknowledge acknowledges that the rights and responsibilities of the Administrative Agent under the Credit Agreement and the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent under the Credit Agreement or under this Agreement of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the other Secured Parties, be governed by the Credit Agreement Term Loan Agreement, and, if Exchange Notes are outstanding, as between the Trustee and the Holders, by the Indenture, and in each case by such other agreements with respect thereto as may my exist from time to time among them, but, as between the Administrative Agent and the Grantors and/or HoldingsGrantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor or Holdings shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

Authority of Administrative Agent. Each Grantor and Holdings acknowledge acknowledges that the rights and responsibilities of the Administrative Agent under this Security Agreement or the Credit Agreement and the Administrative Agent under this Agreement other Collateral Documents with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent under the Credit Agreement or under this Agreement of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Security Agreement or the other Collateral Documents shall, as between the Administrative Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors and/or HoldingsGrantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor or Holdings shall be under any obligation, or entitlement, to make any inquiry respecting such authority.