Administrative Agent hereunder and under any of the other Transaction Documents, together with such actions and powers as are reasonably incidental thereto.
Assignment and Assumption of Role. Barclays, by signature to this Indenture Supplement, (x) hereby accepts its appointment as Administrative Agent hereunder and under all other Transaction Documents to which the Administrative Agent is party (including, without limitation, those listed in Exhibit B hereof), and (y) in its capacity as Administrative Agent, hereby agrees to assume and perform all of the rights and obligations of the Administrative Agent thereunder.
The parties hereto shall execute, or shall cause to be executed, such instruments as may be necessary or desirable to more fully and certainly vest and confirm upon Barclays as Administrative Agent the rights, powers, privileges and duties described in this Section 5.
Notwithstanding anything to the contrary contained herein, in the Base Indenture or in any other Transaction Document, any provision herein or therein providing for the exercise of discretion by the Administrative Agent, including, but not limited to, approvals, satisfaction, acknowledgments, consents, votes or other rights exercisable by the Administrative Agent shall, subject to Sections 5(b) and 5(c) above, also require the approval, satisfaction, acknowledgment, consent, vote or other exercise of rights of the Initial VFN Noteholder, and the Administrative Agent shall not act unless the Initial VFN Noteholder has affirmatively approved, satisfied, acknowledged, consented, voted or exercised such rights, as applicable.
With respect to any of the following, the Initial VFN Noteholder shall provide its affirmative or negative approval, satisfaction, acknowledgement, consent, vote or agreement to exercise such rights to the Administrative Agent within three (3) Business Days following notice from the Administrative Agent; provided that failure to provide any response to the Administrative Agent within the foregoing time period shall be deemed to be the Initial VFN Noteholder’s affirmative approval, satisfaction, acknowledgement, consent, affirmative vote or agreement to exercise such rights:
approval of any Designated Servicing Agreement as set forth in clause (vii) of the definition of “Facility Eligible Securitization Trust” in the Base Indenture;
consent required under clause (viii) of the definition of “Facility Eligible Pool” in the Base Indenture;