Common use of Rights of Administrative Agent Clause in Contracts

Rights of Administrative Agent. Guarantor authorizes Administrative Agent, without giving notice to Guarantor or obtaining Guarantor’s consent and without affecting the liability of Guarantor, from time to time to: (a) renew or extend all or any portion of Borrowers’ obligations under the Note or any of the other Loan Documents; (b) declare all sums owing to any Lender under the Note and the other Loan Documents due and payable upon the occurrence of a Default (as defined in the Loan Agreement) under the Loan Documents; (c) make non-material changes in the dates specified for payments of any sums payable in periodic installments under the Note or any of the other Loan Documents; (d) otherwise modify the terms of any of the Loan Documents, except for (i) increases in the principal amount of the Note or changes in the manner by which interest rates, fees or charges are calculated under the Note and the other Loan Documents (Guarantor acknowledges that if the Note or other Loan Documents so provide, said interest rates, fees and charges may vary from time to time) or (ii) advancement of the Maturity Date of the Note where no Default has occurred under the Loan Documents; (e) take and hold security for the performance of Borrowers’ obligations under the Note or the other Loan Documents and exchange, enforce, waive and release any such security; (f) apply such security and direct the order or manner of sale thereof as Administrative Agent in its discretion may determine; (g) release, substitute or add any one or more endorsers of the Note or guarantors of Borrowers’ obligations under the Note or the other Loan Documents; (h) apply payments received by Administrative Agent from Borrowers to any obligations of Borrowers to Administrative Agent, in such order as Administrative Agent shall determine in its sole discretion, whether or not any such obligations are covered by this Guaranty; (i) assign this Guaranty in whole or in part; and (j) assign, transfer or negotiate all or any part of the indebtedness evidenced by the Note and the other Loan Documents.

Rights of Administrative Agent. Guarantor authorizes Administrative Agent, without giving notice to Guarantor or obtaining Guarantor’s consent and without affecting Each of the liability of Guarantor, from time to time to: (a) renew or extend parties hereto hereby acknowledges that the Transferee may assign all or any portion of Borrowers’ obligations its rights under this Agreement and that such assignees may (except as otherwise agreed to by such assignees) further assign, or grant security interests in, their rights under this Agreement, and the Transferor hereby consents to any such assignment and grants. All such assignees and secured parties, shall be third party beneficiaries of, and shall be entitled to enforce the Transferee's rights, remedies and powers under this Agreement to the same extent as if they were parties hereto, subject to the terms of their agreement with the Transferee or the Borrower, as the case may be. Without limiting the generality of the foregoing, the Transferor hereby acknowledges that the Transferee has granted a security interest in all such rights, remedies and powers to the Administrative Agent pursuant to the Receivables Loan Agreement. The Transferor agrees that the Administrative Agent (for the benefit of the Secured Parties under the Note or any of the other Loan Documents; (b) declare all sums owing to any Lender under the Note and the other Loan Documents due and payable upon the occurrence of a Default (as defined in the Receivables Loan Agreement) under the Loan Documents; (c) make non-material changes in the dates specified for payments of any sums payable in periodic installments under the Note or any of the other Loan Documents; (d) otherwise modify shall, subject to the terms of any the Receivables Loan Agreement, have the right to enforce this Agreement and to exercise directly all of the Loan DocumentsTransferee's rights and remedies under this Agreement (including, except for (i) increases in without limitation, the principal amount right to give or withhold any consents or approvals of the Note Transferee to be given or changes in the manner by which interest rates, fees or charges are calculated under the Note withheld hereunder) and the other Loan Documents (Guarantor acknowledges that if Transferor agrees to cooperate fully with the Note or other Loan Documents so provide, said interest rates, fees and charges may vary from time to time) or (ii) advancement of the Maturity Date of the Note where no Default has occurred under the Loan Documents; (e) take and hold security for the performance of Borrowers’ obligations under the Note or the other Loan Documents and exchange, enforce, waive and release any such security; (f) apply such security and direct the order or manner of sale thereof as Administrative Agent in its discretion may determine; (g) releasethe exercise of such rights, substitute or add any one or more endorsers remedies and powers. The Transferor further agrees to give to the Administrative Agent copies of all notices and reports it is required to give to the Transferee hereunder. Notwithstanding anything herein to the contrary, no declaration of the Note Termination Date, and no other amendment, waiver, consent or guarantors of Borrowers’ obligations under other modification made or granted hereunder, shall in any case be effective unless the Note same shall have been made or granted by, or approved in writing by, the other Loan Documents; (h) apply payments received by Administrative Agent from Borrowers to any obligations of Borrowers to Administrative Agentacting with the consent, in such order as Administrative Agent shall determine in its sole discretionor at the direction, whether or not any such obligations are covered by this Guaranty; (i) assign this Guaranty in whole or in part; and (j) assign, transfer or negotiate all or any part of the indebtedness evidenced by the Note and the other Loan DocumentsRequired Committed Lenders.

Rights of Administrative Agent. Guarantor authorizes Subject to receiving any required consents of the Required Lenders or all of the Lenders, as may be required pursuant to applicable provisions of this Agreement and the other Loan Documents, the Administrative AgentAgent on behalf of the Lenders, without giving notice to Guarantor may do the following acts or obtaining Guarantor’s consent and without affecting the liability of Guarantor, omissions from time to time to: (a) renew without notice to or extend all consent of any Borrower and without receiving payment or any portion of Borrowers’ obligations under other value, nor shall the Note following acts or omissions affect, delay or impair any of the other obligations pursuant to the Loan Documents or any or all liens and encumbrances: (i) the Administrative Agent may obtain collateral or additional collateral; (ii) the Administrative Agent may substitute for any or all collateral regardless of whether the same type or greater or lesser value; (iii) the Administrative Agent may release any or all collateral; (iv) the Administrative Agent may compromise, delay enforcement, fail to enforce, release, settle or waive any rights or remedies of the Administrative Agent as to any or all collateral; (v) the Administrative Agent may sell or otherwise Dispose of any collateral in such manner or order as the Administrative Agent determines in accordance with the Loan Documents; (bvi) declare the Administrative Agent may fail to perfect, fail to protect the priority of, and fail to ensure any or all sums owing liens or encumbrances; (vii) the Administrative Agent may fail to inspect, insure, maintain, preserve or protect any or all collateral; (viii) the Administrative Agent may obtain additional obligors for any or all obligations pursuant to the Loan Documents; (ix) the Administrative Agent may increase or decrease any or all obligations or otherwise change terms of any or all obligations in accordance with the Loan Documents; (x) the Administrative Agent may release any Borrower; (xi) Administrative Agent may compromise, delay enforcement, fail to enforce, release, settle or waive any obligations of any Borrower with the agreement of that Borrower; (xii) the Administrative Agent may make advances, or grant other financial accommodations to any Lender under Borrower; (xiii) the Note Administrative Agent may fail to file or pursue a claim in any bankruptcy, insolvency, reorganization or other proceeding as to any or all liens and encumbrances or any or all obligations; (xiv) the Administrative Agent may amend, modify, extend, renew, restate, supplement or terminate in whole or in part the obligation of any Borrower with the agreement of that Borrower; (xv) the Administrative Agent may take or fail to take any other action with respect to any Loan Document or any Borrower; and (xvi) the Administrative Agent may do any other acts or make any other omissions that result in the extinguishment of the obligation of any Borrower, subject, in the case of clauses (ix) and (xiv) of this Section 10.18(b), to the consent of the Borrower(s) to the extent such Borrower’s consent would be required pursuant to the applicable provisions of this Agreement and the other Loan Documents due and payable upon the occurrence of in such Borrower’s capacity not as a Default (as defined in the Loan Agreement) under the Loan Documents; (c) make non-material changes in the dates specified for payments of any sums payable in periodic installments under the Note or any of the other Loan Documents; (d) otherwise modify the terms of any of the Loan Documents, except for (i) increases in the principal amount of the Note or changes in the manner by which interest rates, fees or charges are calculated under the Note and the other Loan Documents (Guarantor acknowledges that if the Note or other Loan Documents so provide, said interest rates, fees and charges may vary from time to time) or (ii) advancement of the Maturity Date of the Note where no Default has occurred under the Loan Documents; (e) take and hold security for the performance of Borrowers’ obligations under the Note or the other Loan Documents and exchange, enforce, waive and release any such security; (f) apply such security and direct the order or manner of sale thereof as Administrative Agent surety but in its discretion may determine; (g) release, substitute or add any one or more endorsers of the Note or guarantors of Borrowers’ obligations capacity as a primary obligor hereunder and under the Note or the other Loan Documents; (h) apply payments received by Administrative Agent from Borrowers to any obligations of Borrowers to Administrative Agent, in such order as Administrative Agent shall determine in its sole discretion, whether or not any such obligations are covered by this Guaranty; (i) assign this Guaranty in whole or in part; and (j) assign, transfer or negotiate all or any part of the indebtedness evidenced by the Note and the other Loan Documents.

Rights of Administrative Agent. Guarantor authorizes Borrower hereby appoints Administrative AgentAgent as Borrower's attorney-in-fact, without giving notice which appointment is coupled with an interest and is thereby irrevocably, from and after the occurrence of an Event of Default, to Guarantor do any act which Borrower is obligated by this Assignment to do or obtaining Guarantor’s consent entitled to do under the First Lien Documents, to do, to exercise all rights of Borrower in or under the First Lien Documents and to do all things deemed necessary by Administrative Agent to perfect the Security Interest and preserve, collect, enforce and protect the First Lien Documents, all at Borrower's cost and without affecting any obligation on Administrative Agent so to act, including, but not limited to, transferring title into the liability name of GuarantorAdministrative Agent or its nominee, from time or receipting for, settling, or otherwise realizing upon the First Lien Documents. Administrative Agent may, in its discretion, endorse as Borrower's agent, any instruments or documents constituting or evidencing the First Lien Documents; contact Owner directly to time to: (a) renew verify, receive or extend all or any portion of Borrowers’ obligations under collect amounts due pursuant to the Note or any First Lien Documents; take control of the other Loan First Lien Documents; (b) declare all sums owing to any Lender under and use cash proceeds of the Note and the other Loan Documents due and payable First Lien Documents, upon the occurrence of a Default (as defined in the Loan Agreement) under the Loan Documents; (c) make non-material changes in the dates specified for payments an Event of any sums payable in periodic installments under the Note or any of the other Loan Documents; (d) otherwise modify the terms of any of the Loan DocumentsDefault, except for (i) increases in the principal amount of the Note or changes in the manner by which interest rates, fees or charges are calculated under the Note and the other Loan Documents (Guarantor acknowledges that if the Note or other Loan Documents so provide, said interest rates, fees and charges may vary from time to time) or (ii) advancement of the Maturity Date of the Note where no Default has occurred under the Loan Documents; (e) take and hold security for the performance of Borrowers’ obligations under the Note or the other Loan Documents and exchange, enforce, waive and release any such security; (f) apply such security and direct the order or manner of sale thereof as Administrative Agent in its discretion may determine; (g) release, substitute or add any one or more endorsers of the Note or guarantors of Borrowers’ obligations under the Note or the other Loan Documents; (h) apply payments received by Administrative Agent from Borrowers to any obligations of Borrowers to Administrative Agent, in such order as Administrative Agent shall determine in its sole discretion, whether or not any such obligations are covered by this Guaranty; (i) assign this Guaranty in whole or in part; and (j) assign, transfer or negotiate all or reduce any part of the indebtedness evidenced Loan. Administrative Agent shall not be liable for any act or omission on the part of Administrative Agent, its officers, agents or employees, except for gross negligence or willful misconduct, nor shall Administrative Agent be responsible for depreciation in value of the First Lien Documents or for preservation of rights against third parties. The foregoing rights and powers of Administrative Agent may be exercised after the occurrence of an Event of Default and shall be in addition to, and not a limitation upon, any rights, remedies and powers of Administrative Agent given herein or by the Note and the other Loan Documentslaw, custom or otherwise.

Rights of Administrative Agent. Guarantor authorizes Administrative Agent, without giving notice to Guarantor or obtaining Guarantor’s consent and without releasing, diminishing, impairing, reducing or otherwise adversely affecting the liability of GuarantorGuarantor hereunder, from time to time to: (a) renew amend, renew, extend, increase, modify, alter, restate or extend rearrange all or any portion of Borrowers’ obligations under the Note Obligations, or otherwise amend, renew, extend, increase, modify, alter, restate or rearrange the terms of the Warehousing Notes or any of the other Loan DocumentsDocuments or any other document, instrument, contract or understanding among Borrower, Administrative Agent and/or Lenders or any other parties pertaining to the Obligations; (b) declare all sums owing to any Lender Lenders under the Note Warehousing Notes and the other Loan Documents due and payable upon the occurrence of a an Event of Default (as defined which has not been waived in writing by Administrative Agent pursuant to the Loan Agreement) under terms of the Loan Documents; (c) make non-material changes in the dates specified for payments of any sums payable in periodic installments under the Note or any of the other Loan Documents; (d) otherwise modify the terms of any of the Loan Documents, except for (i) increases in the principal amount of the Note or changes in the manner by which interest rates, fees or charges are calculated under the Note and the other Loan Documents (Guarantor acknowledges that if the Note or other Loan Documents so provide, said interest rates, fees and charges may vary from time to time) or (ii) advancement of the Maturity Date of the Note where no Default has occurred under the Loan Documents; (e) take and hold security for the Borrower’s performance of Borrowers’ obligations under the Note or the other Loan Documents Obligations and exchange, enforce, waive waive, release and release surrender any such security; (fd) apply such security and direct the order or manner of sale thereof as Administrative Agent in its discretion may determine; (ge) releaserelease (in full or in part), substitute or add any one or more endorsers of the Note Warehousing Notes or guarantors of Borrowers’ obligations under the Note or the other Loan DocumentsObligations; (hf) apply payments received by Administrative Agent from Borrowers Borrower to any obligations of Borrowers Borrower to Administrative AgentAgent and Lenders, in such order as Administrative Agent shall determine in its sole discretion, whether or not any such obligations are covered by this Guaranty; (ig) assign this Guaranty in whole or in part; and (jh) assign, transfer or negotiate all or any part of the indebtedness evidenced guaranteed by this Guaranty; (i) grant any adjustment, indulgence, forbearance or compromise to Borrower or Guarantor; and (j) take or omit to take any other action with respect to the Note Loan Documents or the Obligations, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Obligations pursuant to the terms hereof, it being the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the other Loan DocumentsObligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or not contemplated, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final and indefeasible payment and satisfaction of the Obligations.

Rights of Administrative Agent. Guarantor authorizes Administrative Agent, without giving notice to Guarantor or obtaining Guarantor’s consent and without affecting the liability of Guarantor, from time to time to: (a) renew or extend all or any portion of Borrowers’ obligations under the Note or any of the other Loan Documents; (b) declare all sums owing to any Lender under the Note and the other Loan Documents due and payable upon the occurrence of a Default (as defined in the Loan Agreement) under the Loan Documents; (c) make non-material non‑material changes in the dates specified for payments of any sums payable in periodic installments under the Note or any of the other Loan Documents; (d) otherwise modify the terms of any of the Loan Documents, except for (i) increases in the principal amount of the Note or changes in the manner by which interest rates, fees or charges are calculated under the Note and the other Loan Documents (Guarantor acknowledges that if the Note or other Loan Documents so provide, said interest rates, fees and charges may vary from time to time) or (ii) advancement of the Maturity Date of the Note where no Default has occurred under the Loan Documents; (e) take and hold security for the performance of Borrowers’ obligations under the Note or the other Loan Documents and exchange, enforce, waive and release any such security; (f) apply such security and direct the order or manner of sale thereof as Administrative Agent in its discretion may determine; (g) release, substitute or add any one or more endorsers of the Note or guarantors of Borrowers’ obligations under the Note or the other Loan Documents; (h) apply payments received by Administrative Agent from Borrowers to any obligations of Borrowers to Administrative Agent, in such order as Administrative Agent shall determine in its sole discretion, whether or not any such obligations are covered by this Guaranty; (i) assign this Guaranty in whole or in part; and (j) assign, transfer or negotiate all or any part of the indebtedness evidenced by the Note and the other Loan Documents.

Rights of Administrative Agent. Guarantor authorizes Administrative Agent, without giving notice to Guarantor or obtaining Guarantor’s consent and without affecting the liability of Guarantor, from time to time to: (a) renew or extend all or any portion of Borrowers’ Borrower’s obligations under the Note or any of the other Loan Documents; (b) declare all sums owing to any Lender under the Note and the other Loan Documents due and payable upon the occurrence of a Default (as defined in the Loan Agreement) under the Loan Documents; (c) make non-material non‑material changes in the dates specified for payments of any sums payable in periodic installments under the Note or any of the other Loan Documents; (d) otherwise modify the terms of any of the Loan Documents, except for (i) increases in the principal amount of the Note or changes in the manner by which interest rates, fees or charges are calculated under the Note and the other Loan Documents (Guarantor acknowledges that if the Note or other Loan Documents so provide, said interest rates, fees and charges may vary from time to time) or (ii) advancement of the Maturity Date of the Note where no Default has occurred under the Loan Documents; (e) take and hold security for the performance of Borrowers’ Borrower’s obligations under the Note or the other Loan Documents and exchange, enforce, waive and release any such security; (f) apply such security and direct the order or manner of sale thereof as Administrative Agent in its discretion may determine; (g) release, substitute or add any one or more endorsers of the Note or guarantors of Borrowers’ Borrower’s obligations under the Note or the other Loan Documents; (h) apply payments received by Administrative Agent from Borrowers Borrower to any obligations of Borrowers Borrower to Administrative Agent, in such order as Administrative Agent shall determine in its sole discretion, whether or not any such obligations are covered by this Guaranty; (i) assign this Guaranty in whole or in part; and (j) assign, transfer or negotiate all or any part of the indebtedness evidenced by the Note and the other Loan Documents.

Rights of Administrative Agent. Guarantor authorizes Administrative Agent, without giving notice to Guarantor or obtaining Guarantor’s consent and without affecting the liability of Guarantor, from time to time to: (a) renew or extend all or any portion of Borrowers’ the Borrower’s obligations under the Note Notes or any of the other Loan Documents; (b) declare all sums owing to any Lender Administrative Agent and the Lenders under the Note Notes and the other Loan Documents due and payable upon the occurrence of a Default (as defined in the Loan Agreement) under the Loan Documents; (c) make non-material non‑material changes in the dates specified for payments of any sums payable in periodic installments under the Note Notes or any of the other Loan Documents; (d) otherwise modify the terms of any of the Loan Documents, except for (i) including increases in the principal amount of the Note or Notes in accordance with the provisions of the Loan Agreement, but excluding (i) changes in the manner by which interest rates, fees or charges are calculated under the Note Notes and the other Loan Documents (Guarantor acknowledges that if the Note Notes or other Loan Documents so provide, said interest rates, fees and charges may vary from time to time) or (ii) advancement of the Maturity Date of the Note Notes where no Default has occurred under the Loan Documents; (e) take and hold security for the performance of Borrowers’ the Borrower’s obligations under the Note Notes or the other Loan Documents and exchange, enforce, waive and release any such security; (f) apply such security and direct the order or manner of sale thereof as Administrative Agent in its discretion may determine; (g) release, substitute or add any one or more endorsers of the Note Notes or guarantors of Borrowers’ the Borrower’s obligations under the Note Notes or the other Loan Documents; (h) apply payments received by Administrative Agent from Borrowers the Borrower, Guarantor or any other guarantor to any obligations of Borrowers the Borrower to Administrative Agentthe Lenders, in such order as Administrative Agent shall determine in its sole discretion, whether or not any such obligations are covered by this Guaranty; (i) assign this Guaranty in whole or in part; and (j) assign, transfer or negotiate all or any part of the indebtedness evidenced guaranteed by the Note and the other Loan Documentsthis Guaranty.