Common use of Administration by Agent Clause in Contracts

Administration by Agent. (a) The general administration of the Fundamental Documents and any other documents contemplated by this Agreement shall be by the Agent or its designees. Except as otherwise expressly provided herein, each of the Lenders hereby irrevocably authorizes the Agent, at its discretion, to take or refrain from taking such actions as agent on its behalf and to exercise or refrain from exercising such powers under the Fundamental Documents, the Notes and any other documents contemplated by this Agreement as are delegated by the terms hereof or thereof, as appropriate, together with all powers reasonably incidental thereto. The Agent shall have no duties or responsibilities except as set forth in the Fundamental Documents. (b) The Lenders hereby authorize the Agent (in its sole discretion): (i) in connection with the sale or other disposition of any asset included in the Collateral, in accordance with the terms of this Agreement, to release a Lien granted to it (for the benefit of the Lenders) on such asset; (ii) to determine that the cost to the Borrower or another Credit Party is disproportionate to the benefit to be realized by the Lenders by perfecting a Lien in a given asset or group of assets included in the Collateral (other than any item which is to be included in the Borrowing Base) and that the Borrower or such other Credit Party should not be required to perfect such Lien in favor of the Agent (for the benefit of the Lenders); (iii) to appoint Lend▇▇▇ ▇▇ other Persons to be the holder of record of a Lien to be granted to the Agent (for the benefit of the Lenders) or to hold on behalf of the Agent such collateral or instruments relating thereto; (iv) to modify any of the Fundamental Documents (other than this Agreement, the Notes and the Guaranty) in order to (x) cure any ambiguity, omission, defect or inconsistency, (y) comply with the terms of transactions which are permitted by the terms of Articles 5 or 6 hereof or which are otherwise consented to by the requisite Lenders in accordance with the terms hereof and (z) to add covenants of a Credit Party for the benefit of the Lenders; (v) to grant the right of Quiet Enjoyment to licensees pursuant to the terms of Section 8.13; and (vi) enter guild subordination agreements with the guilds with respect to the security interests in favor of the guilds required pursuant to the terms of the collective bargaining agreements.

Administration by Agent. (a) The general administration of the Fundamental Documents and any other documents contemplated by this Agreement shall be by the Agent or its designees. Except as otherwise expressly provided herein, each Each of the Lenders hereby irrevocably authorizes the Agent, at its discretion, to take or refrain from taking such actions as agent on its behalf and to exercise or refrain from exercising such powers under the Fundamental Documents, the Notes and any other documents contemplated by this Credit Agreement as are delegated by the terms hereof or thereof, as appropriate, together with all powers reasonably incidental thereto. The Agent shall have no duties or responsibilities except as set forth in the Fundamental Documents. (b) The Lenders hereby authorize the Agent (in its sole discretion): (i) in connection with the sale or other disposition of any asset included in the CollateralCollateral or the capital stock of any Guarantor, in accordance with the terms of this Agreement, to release a Lien granted to it (for the benefit of itself, the Issuing Bank and the Lenders) on such assetasset or capital stock and/or release such Guarantor from its obligations hereunder; (ii) to determine that the cost to the Borrower or another a Credit Party is disproportionate to the benefit to be realized by the Lenders by perfecting a Lien in a given asset or group of assets included in the Collateral (other than any item which is to be included in the Borrowing Base) and that the Borrower or such other Credit Party should not be required to perfect such Lien in favor of the Agent (for the benefit itself, the Issuing Bank and of the Lenders); (iii) to appoint Lend▇▇▇ ▇▇ other Persons subagents or Lenders to be the holder holder(s) of record of a Lien to be granted to the Agent (for the benefit of itself, the Issuing Bank and the Lenders) or to hold on behalf of the Agent such collateral or instruments relating thereto; (iv) to modify any grant a right of the Fundamental Documents (quiet enjoyment to licensees of Product other than this Agreement, the Notes pursuant to Platform Agreements and the Guaranty) to confirm such grant in order to (x) cure any ambiguity, omission, defect or inconsistency, (y) comply with the terms of transactions which are permitted by the terms of Articles 5 or 6 hereof or which are otherwise consented to by the requisite Lenders in accordance with the terms hereof and (z) to add covenants of a Credit Party for the benefit of the Lenderswriting; (v) to grant the right of Quiet Enjoyment to licensees pursuant enter into intercreditor and/or subordination agreements on terms acceptable to the terms of Section 8.13; and Agent with (viA) enter guild subordination agreements with the unions and/or the guilds with respect to the security interests in favor of the such unions and/or guilds required pursuant to the terms of the any collective bargaining agreements.agreement or (B) any licensee or licensor having any rights to any item of Product or (C) Persons providing any services in connection with any item of Product; (vi) to enter into and perform its obligations under the other Fundamental Documents; (vii) to accept commitments from one or more Persons for the remaining $15,000,000 of the facility not committed to as of the date hereof by (A) obtaining an executed counterpart of this Agreement from each such Person, (B) amending Schedule 1 hereto to add each such Person’s name, Term Loan Commitment and Revolving Credit Commitment and circulating the amended Schedule 1 to the Lenders and the Borrower and (C) recording in the Register the name and address of each such Person, its Term Loan Commitment and Revolving Loan Commitment, and the principal amount of the Loans owing to it, whereupon (x) the Borrower shall execute and deliver to the Agent (i) a Term Note in the amount of such Person’s Term Loan Commitment and (ii) a Revolving Credit Note in the amount of such Person’s Revolving Credit Commitment and (y) each such Person shall be a party hereto, have the rights and obligations of a Lender hereunder and under the other Fundamental Documents and shall be bound by the provisions hereof and thereof; (viii) upon the acceptance of additional commitments pursuant to Section 12.1(b)(vii), to allocate equitably among the Lenders, the Term Loans and the Revolving Credit Loans so as to achieve pro rata status; (ix) to execute and deliver reduction certificates from time to time under the Hallmark Cards Letter of Credit in connection with (and in the amount of) (x) any reduction in the commitments under the Hallmark Subordination and Support Agreement permitted pursuant to Section 6.5 hereof or (y) advances made under the Hallmark Subordination and Support Agreement (other than with the proceeds of drawings made under the Hallmark Cards Letter of Credit); (x) [Intentionally omitted] (xi) [Intentionally omitted], (xii) to approve the final terms of the Foreign Asset Sale and the related documentation, and to execute the related collateral release documents in connection with the Foreign Asset Sale, (xiii) to accept a replacement Hallmark L/C in substantially the form of Exhibit R-1 in replacement for the existing Hallmark L/C in the form of Exhibit R, and to surrender the existing Hallmark L/C in connection therewith, (xiv) to accept a revised Hallmark L/C in the face amount of $90,000,000 in connection with the effectiveness of Amendment No. 14 dated as of March 10, 2008 to the Credit Agreement, (xv) to enter into an amendment and restatement of Hallmark Cards Subordination and Support Agreement in connection with Amendment No. 13 in the form attached as an exhibit to Amendment No. 13, (xvi) to, in connection with the effectiveness of Amendment No. 15, (A) accept the cancellation of the Hallmark L/C and (B) and accept the Hallmark Cards Facility Guarantee and enforce its rights under the Hallmark Cards Facility Guarantee, and (xvii) to negotiate, enter into and exercise its rights under the Recapitalized Debt Intercreditor Agreement in the form attached hereto as Exhibit T.