Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Section 6.1. Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor of the designation of a new Collection Agent, NMC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder.
Appears in 3 contracts
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA), Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA), Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Appointment of Collection Agent. (a) The servicing, administering and collection collecting of the Receivables shall be conducted by such a Person (the “"Collection Agent”") designated to so designated from time to time in accordance with this Section 6.1. Until the Agent (acting at the direction act on behalf of the Majority Investors) gives notice to Purchasers under this Article III. As the Transferor of the designation of a new Initial Collection Agent, NMC the Parent is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereofAgent. The Parent acknowledges that the Agent and each Purchaser have relied on the Parent's agreement to act as Collection Agent may not delegate (and the agreement of any of its rightsthe sub-collection agents to so act) in making the decision to execute and deliver this Agreement and agrees that it will not voluntarily resign as Collection Agent. At any time after the occurrence of a Collection Agent Replacement Event, duties or obligations hereunder, or the Agent may designate a substitute new Collection Agent to succeed the Parent (or any successor Collection Agent).
(b) The Parent may, without and if requested by the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time shall, delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and to an Affiliate (ii) acting as a sub-collection agent). Notwithstanding such delegation, the Collection Agent Parent shall continue to remain solely primarily liable for the performance of the duties as Collection and obligations so delegated, and the Agent hereunder notwithstanding any and each Purchaser shall have the right to look solely to the Parent for such delegation hereunderperformance. The Agent may, and upon the direction of the Majority Investors the Agent shall, may at any time after the occurrence of a Collection Agent Default Replacement Event remove or replace any other Termination Event designate sub-collection agent.
(c) If replaced, the Collection Agent agrees it will terminate, and will cause each existing sub-collection agent to terminate, its collection activities in a manner requested by the Agent to facilitate the transition to a new Collection Agent. The Collection Agent shall cooperate with and assist any new Collection Agent (including providing access to, and transferring, all Records and allowing the new Collection Agent to use all licenses, hardware or software necessary or desirable to collect the Receivables). The Parent irrevocably agrees to act (if requested to do so) as the data-processing agent for any new Collection Agent in substantially the same manner as the Parent conducted such data-processing functions while it acted as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent; provided, on however, that the conditions in each case that any Parent receives a then market rate compensation for providing such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. services.
Appears in 3 contracts
Samples: Receivables Sale Agreement (Crompton Corp), Receivables Sale Agreement (Crompton & Knowles Corp), Receivables Sale Agreement (Davis-Standard CORP)
Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Section 6.16.
1. Until the Administrative Agent (acting at the direction of the Majority InvestorsRequired APA Banks) gives notice to the Transferor Nalco Company of the designation of a new Collection AgentAgent pursuant to the next sentence, NMC Nalco Company is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. If a Termination Event has occurred and is continuing, the Administrative Agent may (with the consent of the Required APA Banks), and upon the direction of the Required APA Banks the Administrative Agent shall, designate as Collection Agent any Person (including itself) to succeed Nalco Company or any successor Collection Agent, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof. If a Termination Event has occurred and is continuing, the Administrative Agent (acting at the direction of the Required APA Banks) may notify any Obligor of the designation of a successor Collection Agent. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each the Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon acting at the direction of the Majority Investors the Agent shallRequired APA Banks); provided that Nalco Company shall be permitted to delegate its duties hereunder to any of its Affiliates or their agents, after the occurrence but such delegation shall not relieve Nalco Company of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the its duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. .
Appears in 2 contracts
Samples: Receivables Transfer Agreement (Nalco Holding CO), Receivables Transfer Agreement (Nalco Finance Holdings LLC)
Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Section 6.16.01. Until the Administrative Agent (acting at the direction of the Majority InvestorsRequired Purchasers) gives notice to the Transferor TriMas Corp. of the designation of a new Collection AgentAgent pursuant to this Section 6.01, NMC TriMas Corp. is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each the Administrative Agent; provided that the Collection Agent may from time TriMas Corp. shall be permitted to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding to the Sellers, or any of TriMas Corp.’s Affiliates or stockholders, but such delegation shall not relieve TriMas Corp. of its duties and obligations as Collection Agent hereunder. The Administrative Agent may, and upon the direction of the Majority Investors Required Purchasers the Administrative Agent shall, but only after the occurrence of a Collection Agent Default or any other Termination Event Event, designate as the Collection Agent any Person (including itself) to succeed NMC TriMas Corp. or any successor Collection Agent, on the conditions condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (includinghereof. Following a Collection Agent Default or a Termination Event, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The the Administrative Agent may notify any Obligor as to of the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. designation of a successor Collection Agent.
Appears in 2 contracts
Samples: Receivables Transfer Agreement (Trimas Corp), Receivables Transfer Agreement (Trimas Corp)
Appointment of Collection Agent. (a) The servicing, administering and collection collecting of the Receivables shall be conducted by such a Person (the “"Collection Agent”") designated to so designated from time to time in accordance with this Section 6.1. Until the Agent (acting at the direction act on behalf of the Majority Investors) gives notice to the Transferor of the designation of a new Collection Agent, NMC Purchasers under this Article III. The Seller is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereofAgent. The Seller acknowledges that the Agent and each Purchaser have relied on the Seller's agreement to act as Collection Agent may not delegate (and the agreement of any of its rightsthe sub-collection agents to so act) in making the decision to execute and deliver this Agreement and agrees that it will not voluntarily resign as Collection Agent nor permit any sub-collection agent to voluntarily resign as a sub-collection agent. At any time (but, duties or obligations hereunder, or designate a substitute so long as the Seller acts as Collection Agent, without only after the prior written consent occurrence of each Administrative Agent; provided that a Servicer Replacement Event), the Agent may designate a new Collection Agent may from time to time succeed the Seller (or any successor Collection Agent).
(b) The Seller may, and if requested by the Agent shall, delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate Collection Agent to the servicingOriginator or any other Affiliate (acting as a sub-collection agent). Notwithstanding such delegation, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation Seller shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely primarily liable for the performance of the duties as Collection and obligations so delegated, and the Agent hereunder notwithstanding any and each Purchaser shall have the right to look solely to the Seller for such delegation hereunderperformance. The Agent maymay at any time remove or replace any sub-collection agent (but, and upon so long as the direction of the Majority Investors the Agent shallSeller acts as Collection Agent, only after the occurrence of a Servicer Replacement Event).
(c) If replaced, the Collection Agent Default agrees it will terminate, and will cause each existing sub-collection agent to terminate, its collection activities in a manner requested by the Agent to facilitate the transition to a new Collection Agent. The Collection Agent shall cooperate with and assist any new Collection Agent (including providing access to, and transferring, all Records and allowing the new Collection Agent to use all licenses, hardware or software necessary or desirable to collect the Receivables). The Seller irrevocably agrees to act (if requested to do so) as the data-processing agent for any other Termination Event designate new Collection Agent in substantially the same manner as the Seller conducted such data-processing functions while it acted as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. .
Appears in 2 contracts
Samples: Receivables Sale Agreement (Ipalco Enterprises, Inc.), Receivables Sale Agreement (Ipalco Enterprises Inc)
Appointment of Collection Agent. (a) The servicing, administering and collection collecting of the Receivables shall be conducted by such a Person (the “Collection Agent”) designated to so designated from time to time in accordance with this Section 6.1. Until the Agent (acting at the direction act on behalf of the Majority Investors) gives notice to Purchasers under this Article III. As the Transferor of the designation of a new Initial Collection Agent, NMC the Parent is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereofAgent. The Initial Collection Agent acknowledges that the Agent and each Purchaser have relied on the Initial Collection Agent’s agreement to act as Collection Agent (and the agreement of any of the sub-collection agents to so act) in making the decision to execute and deliver this Agreement and agrees that it will not voluntarily resign as Collection Agent nor permit any sub-collection agent to voluntarily resign as a sub-collection agent. At any time after the occurrence of a Collection Agent Replacement Event, the Agent may designate a new Collection Agent to succeed the Parent (or any successor Collection Agent).
(b) The Initial Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate Collection Agent to the servicing, administering and collection an Affiliate of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Initial Collection Agent hereunder and (ii) acting as a sub-collection agent). Notwithstanding such delegation, the Initial Collection Agent shall continue to remain solely primarily liable for the performance of the duties as and obligations so delegated, and the Agent and each Purchaser shall have the right to look solely to the Initial Collection Agent hereunder notwithstanding any for such delegation hereunderperformance. The Agent may, and upon the direction of the Majority Investors the Agent shall, may at any time after the occurrence of a Collection Agent Default Replacement Event remove or replace any other Termination Event designate sub-collection agent.
(c) If replaced as provided herein, the Collection Agent agrees it will terminate, and will cause each existing sub-collection agent to terminate, its collection activities in a manner requested by the Agent to facilitate the transition to a new Collection Agent. The Collection Agent shall cooperate with and assist any Person new Collection Agent (including itself) to succeed NMC or any successor Collection Agentproviding access to, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant transferring, all Records and allowing (to the terms hereof and such designation of such Person is extent permitted by applicable law (includingand contract) the new Collection Agent to use all licenses, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) hardware or any order of a court of competent jurisdictionsoftware necessary or desirable to collect the Receivables). The Initial Collection Agent may notify irrevocably agrees to act (if requested to do so) as the data-processing agent for any Obligor new Collection Agent in substantially the same manner as to the ownership interest therein that shall have been transferred to Initial Collection Agent conducted such data-processing functions while it acted as the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. Collection Agent.
Appears in 2 contracts
Samples: Receivables Sale Agreement (Perkinelmer Inc), Receivables Sale Agreement (Perkinelmer Inc)
Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Section 6.1. Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor of the designation of a new Collection Agent, NMC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. 41
Appears in 2 contracts
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA), Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “"Collection Agent”") so designated from time to time in accordance with this Section 6.16.
01. Until the Administrative Agent (acting at the direction of the Majority InvestorsFunding Agents) gives notice to the Transferor TriMas Corp. of the designation of a new Collection AgentAgent pursuant to this Section 6.01, NMC TriMas Corp. is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each the Administrative Agent; provided that the Collection Agent may from time TriMas Corp. shall be permitted to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding to the Sellers, or any of TriMas Corp.'s Affiliates or stockholders, but such delegation shall not relieve TriMas Corp. of its duties and obligations as Collection Agent hereunder. The Administrative Agent may, and upon the direction of the Majority Investors Required Committed Purchasers the Administrative Agent shall, but only after the occurrence of a Collection Agent Default or any other Termination Event Event, designate as the Collection Agent any RECEIVABLES TRANSFER AGREEMENT Person (including itself) to succeed NMC TriMas Corp. or any successor Collection Agent, on the conditions condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (includinghereof. Following a Collection Agent Default or a Termination Event, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The the Administrative Agent may notify any Obligor as to of the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. designation of a successor Collection Agent.
Appears in 1 contract
Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “"Collection Agent”") so designated from time to time in accordance with this Section 6.16.
1. Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor WorldCom of the designation of a new Collection Agent, NMC WorldCom is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunderhereunder (provided that it may delegate certain servicing activities to WorldCom Network Services, Inc. as long as it remains a subsidiary of WorldCom), or designate a substitute Collection Agent, without the prior written consent of each Administrative the Agent; , and provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation assignment hereunder. The Agent may, and upon the direction of the Majority Investors Enterprise Agent or Sheffield, the Agent shall, after the occurrence of (i) a Collection Agent Default Default, (ii) any event which materially adversely affects the collectibility of the Receivables or any other event which materially adversely affects the ability of the Transferor or Collection Agent to collect Receivables or the ability of the Transferor or Collection Agent to perform hereunder or (iii) any other Termination Event other than as specified in Section 7.1(k)-(q) designate as the Collection Agent any Person (including itself) to succeed NMC WorldCom or any successor Collection Agent, on the conditions condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdictionhereof. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to of the Transferred Interest hereunder. Interest.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Worldcom Inc /Ga/)
Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Collection Agent”"COLLECTION AGENT") so designated from time to time in accordance with this Section 6.16.
1. Until the Agent (acting at the direction of the Majority Investors) Company gives notice to the Transferor of the designation of a new Collection Agent, NMC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative the Agent; provided PROVIDED that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further PROVIDED FURTHER that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. .
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius National Medical Care Holdings Inc)
Appointment of Collection Agent. Until such time as the Company shall notify the Seller in writing pursuant to Section 5.05 hereof of the revocation of such power and authority, the Company hereby appoints the Seller as its agent ("Collection Agent") to collect all amounts owing under or on account of all Receivables purchased by the Company from the Seller and to perform as administrative agent for the Company all tasks and duties in connection therewith that may be necessary or advisable and permitted for carrying out the transactions contemplated by this Agreement and the Funding Agreement. The servicing, administering Collection Agent shall keep separate records on behalf of the Company covering the transactions contemplated by this Agreement including the identity and collection status of each Receivable purchased by the Company from the Seller and the Seller Payables. In collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Section 6.1. Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor of the designation of a new Collection Agent, NMC is hereby designated as, and hereby agrees to perform the duties and obligations ofReceivables, the Collection Agent pursuant shall exercise the same care that it has exercised in handling similar matters for its own account, and shall create and administer policies and practices consistent with the policies and practices applied in handling similar matters for its own account and as if it had not sold the Receivables to the terms hereofCompany. The Collection Agent may not is further authorized, upon prior notice to GECC and subject to Section 5.05, to delegate any certain of its rightsservice, collection, enforcement and administrative duties or obligations hereunderhereunder with respect to the Receivables to the Parent or, or designate a substitute Collection Agent, without with the prior written consent of each Administrative AgentGECC, to any other Person who agrees to conduct such duties in accordance with this Agreement; provided PROVIDED, HOWEVER, that the Collateral Agent shall have notified S&P and Moody's in writing in advance of any such proposed delegation of its duties to a Person other than the Parent and neither S&P nor Moody's shall have advised that it would or might reduce the rating of the Commercial Paper as a result thereof; and PROVIDED FURTHER, that no delegation will relieve the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties liability and obligations hereunder as relate responsibility with respect to such duties. Upon the servicing, administering and collection revocation of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder power and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent authority granted pursuant to the terms hereof and such designation first sentence of such Person is permitted by applicable law (includingthis Section 5.01, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of the Company shall appoint a court of competent jurisdiction. The successor Collection Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. in accordance with Section 5.05 hereof.
Appears in 1 contract
Samples: Purchase and Administration Agreement (Baldwin Piano & Organ Co /De/)
Appointment of Collection Agent. (a) The servicing, administering and collection collecting of the Receivables shall be conducted by such a Person (the “Collection Agent”") designated to so designated from time to time in accordance with this Section 6.1. Until the Agent (acting at the direction act on behalf of the Majority Investors) gives notice to Purchasers under this Article III. As the Transferor of the designation of a new Initial Collection Agent, NMC AMETEK, Inc. is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent. AMETEK, Inc. acknowledges that the Agent pursuant and each Purchaser have relied on AMETEK, Inc.’s agreement to the terms hereof. The act as Collection Agent may not delegate (and the agreement of any of its rights, duties or obligations hereunder, or designate a substitute Collection Agentthe sub-collection agents to so act) in making the decision to execute and deliver this Agreement and agrees that it will not, without the prior written consent of each Administrative the Agent; provided that the , voluntarily resign as Collection Agent nor permit any sub-collection agent to voluntarily resign as a sub-collection agent. At any time after the occurrence of a Collection Agent Replacement Event, the Agent may from time designate a new Collection Agent to time succeed AMETEK, Inc. (or any successor Collection Agent).
(b) AMETEK, Inc. may, and if requested by the Agent shall, delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and to an Affiliate (ii) the Collection Agent acting as a sub-collection agent). Notwithstanding such delegation, AMETEK, Inc. shall continue to remain solely primarily liable for the performance of the duties as Collection and obligations so delegated, and the Agent hereunder notwithstanding any and each Purchaser shall have the right to look solely to AMETEK, Inc. for such delegation hereunderperformance. The Agent may, and upon (with the direction consent of the Majority Investors the Agent shall, Instructing Group) may at any time after the occurrence of a Collection Agent Default Replacement Event remove or replace any other Termination Event designate as sub-collection agent.
(c) If replaced, the Collection Agent agrees it will terminate, and will cause each existing sub-collection agent to terminate, its collection activities in a manner requested by the Agent to facilitate the transition to a new Collection Agent. The Collection Agent shall cooperate with and assist any Person new Collection Agent (including itself) to succeed NMC or any successor Collection Agentproviding access to, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant transferring, all Records and allowing (to the terms hereof and such designation of such Person is extent permitted by applicable law and contract) the new Collection Agent to use all licenses, hardware or software necessary or desirable to collect the Receivables). AMETEK, Inc. irrevocably agrees to act (includingif requested to do so) as the data-processing agent for any new Collection Agent in substantially the same manner as AMETEK, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor Inc. conducted such data-processing functions while it acted as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. Collection Agent.
Appears in 1 contract
Appointment of Collection Agent. (a) The servicing, administering and collection of the Receivables shall be conducted by such Person (the “"Collection Agent”") so designated from time to time in accordance with this Section 6.16.
1. Until the Agent (acting at the direction of the Majority Investors) Company, in accordance with this Section 6.1, gives notice to the Transferor LCI Telecom of the designation of a new Collection AgentAgent (which notice may only be given after the occurrence of a Collection Agent Default), NMC LCI Telecom is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC LCI Telecom or any successor Collection Agent, on the conditions condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdictionhereof. The Agent may notify any Obligor as of the Transferred Interest; provided, however, that no such notice may be given by the Agent prior to the ownership interest therein occurrence of a Termination Event.
(b) The Collection Agent may, with the prior written consent of the Agent, subcontract with any other Person for the servicing, administering or collecting of the Receivables (any such Person with which the Collection Agent may so sub-contract (including, without limitation, the LECs) being a "Sub-Collection Agent" and collectively, the "Sub-Collection Agents"); provided, however, that the Collection Agent shall have been transferred remain liable for the performance of the duties and obligations of the Collection Agent and the Sub-Collection Agents pursuant to the Transferor andterms hereof; it being understood and agreed, except as that (i) the Agent may, at any time after the occurrence of any event of the type described in the definition of "Collection Agent Default" with respect to any such Sub-Collection Agent, terminate or cause the Collection Agent to replace any Sub-Collection Agent and (ii) unless otherwise provided hereunderspecified by the Agent, as to each Sub-Collection Agent's appointment hereunder shall automatically terminate upon the Transferred Interest hereunder. resignation or removal of the Collection Agent that appointed such Sub-Collection Agent; and it being further understood and agreed that the appointments of each of the Collection Agent and the Sub-Collection Agents shall terminate on the date occurring
Appears in 1 contract
Samples: Transfer and Administration Agreement (Lci International Inc /Va/)
Appointment of Collection Agent. The servicing, administering and collection of the Transferred Receivables shall be conducted by such Person (the “"Collection Agent”") so designated from ---------------- time to time in accordance with this Section 6.16.
1. Until the Deal Agent (acting at the direction of the Majority Investors) gives ------------ written notice to the Transferor of the designation of a new Collection AgentAgent pursuant to the next sentence, NMC the Transferor is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Deal Agent may, and upon the direction of the Majority Investors Required Liquidity Banks, the Deal Agent shall, after the occurrence and during the continuation of a Collection Agent Default or any other Termination Event Event, designate in writing as the Collection Agent any Person (including itself) to succeed NMC the Transferor or any successor Collection Agent, on the conditions condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (includinghereof. Following a Collection Agent Default or a Termination Event, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The the Deal Agent may notify any Obligor of the designation of a successor Collection Agent. The Collection Agent may not delegate any of its rights, duties or obligations hereunder other than to an Affiliate of the Collection Agent, or designate a substitute Collection Agent, without the prior written consent of the Deal Agent, which consent may be withheld for any or no reason. Notwithstanding any delegation or any of its rights, duties or obligations hereunder or any designation of a substitute Collection Agent hereunder, so long as the Transferor or any Affiliate of the Transferor is the Collection Agent, (a) the Transferor shall be and remain primarily liable to the ownership interest therein that Deal Agent and the Investors for the full and prompt performance of all duties and responsibilities of the Collection Agent hereunder and (b) the Deal Agent and the Investors shall have been transferred be entitled to deal exclusively with the Collection Agent in matters relating to the discharge by the Collection Agent of its duties and responsibilities hereunder. As long as the Transferor andor any Affiliate of the Transferor is the Collection Agent, except as otherwise provided hereunderneither the Deal Agent nor the Investors shall be required to give notice, as demand or other communication to any Person other than the Transferor in order for communication to the Transferred Interest hereunderCollection Agent and any delegate with respect thereto to be accomplished. The Transferor, at all times that it or any of is Affiliates are the Collection Agent, shall be responsible for providing any delegates of the Collection Agent with any notice given to the Collection Agent under this Agreement.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Metris Companies Inc)
Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “"Collection Agent”") so designated from time to time in accordance with this Section 6.16.
1. Until the Agent (acting at the direction of the Majority Investors) Company gives notice to the Transferor Seller of the designation of a new Collection Agent, NMC under the circumstances set forth below, the Seller is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its material rights, duties or obligations hereunder, hereunder without prior notice to the Agent or designate a substitute Collection Agent, without the prior written consent of each Administrative the Agent; , and provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) in all events the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC the Seller or any successor Collection Agent, on the conditions condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdictionhereof. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to of the Transferred Interest hereunder. Interest.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Metris Companies Inc)
Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “"Collection Agent”") so designated from time to time in accordance with this Section 6.16.
01. Until the Administrative Agent (acting at the direction of the Majority InvestorsFunding Agents) gives notice to the Transferor Parent of the designation of a new Collection AgentAgent pursuant to this Section 6.01, NMC the Parent is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each the Administrative Agent; provided that the Collection Agent may from time Parent shall be permitted to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding to the Sellers or any of the Parent's Affiliates, but such delegation shall not relieve the Parent of its duties and obligations as Collection Agent hereunder. The Administrative Agent may, and upon the direction of the Majority Investors Required Committed Purchasers the Administrative Agent shall, but only after the occurrence of a Collection Agent Default or any other Termination Event Event, designate as the Collection Agent any Person (including itself) to succeed NMC the Parent or any successor Collection Agent, on the conditions condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (includinghereof. Following a Collection Agent Default or a Termination Event, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The the Administrative Agent may notify any Obligor as to of the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. designation of a successor Collection Agent.
Appears in 1 contract
Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “"Collection Agent”") so designated from time to time in accordance with this Section 6.16.
1. Until the Administrative Agent (acting at the direction of the Majority InvestorsRequired APA Banks) gives notice to the Transferor Nalco Company of the designation of a new Collection AgentAgent pursuant to the next sentence, NMC Nalco Company is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. If a Termination Event has occurred and is continuing, the Administrative Agent may (with the consent of the Required APA Banks), and upon the direction of the Required APA Banks the Administrative Agent shall, designate as Collection Agent any Person (including itself) to succeed Nalco Company or any successor Collection Agent, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof. If a Termination Event has occurred and is continuing, the Administrative Agent (acting at the direction of the Required APA Banks) may notify any Obligor of the designation of a successor Collection Agent. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each the Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon acting at the direction of the Majority Investors the Agent shallRequired APA Banks); provided that Nalco Company shall be permitted to delegate its duties hereunder to any of its Affiliates or their agents, after the occurrence but such delegation shall not relieve Nalco Company of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the its duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. .
Appears in 1 contract
Samples: Receivables Transfer Agreement (Nalco Global Holdings LLC)
Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Section 6.1. Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor of the designation of a new Collection Agent, NMC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. .
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “"Collection Agent”") so designated from time to time in accordance with this Section 6.16.
1. Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor of the designation of a new Collection Agent, NMC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. .
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care Holdings Inc /Ny/)
Appointment of Collection Agent. The servicing, ------------------------------- administering and collection of the Receivables shall be conducted by such Person (the “"Collection Agent”") so designated from time to time in accordance ---------------- with this Section 6.16.
1. Until the Agent (acting at the direction of the Majority Investors) PARCO gives notice to the Transferor Originator of the designation of a new Collection AgentAgent pursuant to the next sentence, NMC the Originator is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Funding Agent may, and upon the direction of the Required APA Banks the Funding Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event, designate as Collection Agent any Person (including itself) to succeed the Originator or any successor Collection Agent, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof. Following a Collection Agent Default or a Termination Event, the Funding Agent may notify any Obligor of the Transferred Interest of the designation of a successor Collection Agent. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative the Funding Agent; provided that the Collection Agent may from time -------- Originator shall be permitted to time delegate its duties hereunder to any Originating Entity such of its rightsAffiliates or their agents, but such delegation shall not relieve the Originator of its duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. .
Appears in 1 contract
Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Section 6.16.
1. Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor of the designation of a new Collection Agent, NMC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare 42 Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. .
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “"Collection Agent”") so designated from time to time in accordance with this Section 6.16.01. Until the Administrative Agent (acting at the direction of the Majority Investors) gives notice to the Transferor Parent of the designation of a new Collection AgentAgent pursuant to this Section 6.01, NMC the Parent is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each the Administrative Agent; provided that the Collection Agent may from time Parent shall be permitted to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding to the Sellers or any of the Parent's Affiliates, but such delegation shall not relieve the Parent of its duties and obligations as Collection Agent hereunder. The Administrative Agent may, and upon the direction of the Majority Investors Required Purchasers the Administrative Agent shall, but only after the occurrence of a Collection Agent Default or any other Termination Event Event, designate as the Collection Agent any Person (including itself) to succeed NMC the Parent or any successor Collection Agent, on the conditions condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (includinghereof. Following a Collection Agent Default or a Termination Event, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The the Administrative Agent may notify any Obligor as to of the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. designation of a successor Collection Agent.
Appears in 1 contract
Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “"Collection Agent”") so designated from time to time in accordance with this Section 6.1. The Collection Agent shall be paid a Servicing Fee in accordance with Section 2.5 hereof. Until the Administrative Agent (acting at the direction of the Majority Investors) gives notice to the Transferor of the designation of a new Collection Agent, NMC under the circumstances set forth below, the Transferor is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its material rights, duties or obligations hereunder, hereunder without prior notice to the Administrative Agent and the Purchaser Agents or designate a substitute Collection Agent, without the prior written consent of each the Administrative Agent; Agent and the Purchaser Agents, and provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) in all events the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Administrative Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event Event, and at the direction of the Required Purchaser Agents, or if there are only two Purchaser Agents, both Purchaser Agents, designate as the Collection Agent any Person (including itself) approved by such Required Purchaser Agents, or both Purchaser Agents, as the case may be, to succeed NMC the Transferor or any successor Collection Agent, on the conditions condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdictionhereof. The Collection Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to of the Transferred Interest hereunder. Interest.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Metris Direct Inc)
Appointment of Collection Agent. The servicing, administering and collection of the Transferred Receivables shall be conducted by such Person (the “"Collection Agent”") so designated from time to time in accordance with this Section 6.16.
1. Until the Deal Agent (acting at the direction of the Majority Investors) gives written notice to the Transferor of the designation of a new Collection AgentAgent pursuant to the next sentence, NMC the Transferor is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Deal Agent may, and upon the direction of the Majority Investors Required Liquidity Banks, the Deal Agent shall, after the occurrence and during the continuation of a Collection Agent Default or any other Termination Event Event, designate in writing as the Collection Agent any Person (including itself) to succeed NMC the Transferor or any successor Collection Agent, on the conditions condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (includinghereof. Following a Collection Agent Default or a Termination Event, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The the Deal Agent may notify any Obligor of the designation of a successor Collection Agent. The Collection Agent may not delegate any of its rights, duties or obligations hereunder other than to an Affiliate of the Collection Agent, or designate a substitute Collection Agent, without the prior written consent of the Deal Agent, which consent may be withheld for any or no reason. Notwithstanding any delegation or any of its rights, duties or obligations hereunder or any designation of a substitute Collection Agent hereunder, so long as the Transferor or any Affiliate of the Transferor is the Collection Agent, (a) the Transferor shall be and remain primarily liable to the ownership interest therein that Deal Agent and the Investors for the full and prompt performance of all duties and responsibilities of the Collection Agent hereunder and (b) the Deal Agent and the Investors shall have been transferred be entitled to deal exclusively with the Collection Agent in matters relating to the discharge by the Collection Agent of its duties and responsibilities hereunder. As long as the Transferor andor any Affiliate of the Transferor is the Collection Agent, except as otherwise provided hereunderneither the Deal Agent nor the Investors shall be required to give notice, as demand or other communication to any Person other than the Transferor in order for communication to the Transferred Interest hereunderCollection Agent and any delegate with respect thereto to be accomplished. The Transferor, at all times that it or any of is Affiliates are the Collection Agent, shall be responsible for providing any delegates of the Collection Agent with any notice given to the Collection Agent under this Agreement.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Metris Companies Inc)
Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “"Collection Agent”") so designated from time to time in accordance with this Section 6.1. Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor of the designation of a new Collection Agent, NMC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. .
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care Corp)
Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Section 6.16.
1. Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor of the designation of a new Collection Agent, NMC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. .
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Appointment of Collection Agent. (a) The servicing, administering and collection of the Receivables shall be conducted by such the Person (the “Collection Agent”) so designated from time to time as Collection Agent in accordance with this Section 6.17.1. Each of the Seller, the Agent, the Group Agents, the Administrators and the Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, the Seller and each Originator (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Seller’s and/or such Originator’s name and on behalf of the Seller or such Originator as necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including endorsing the Seller’s and/or such Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII. Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor Seller and Collection Agent in accordance with this Section 7.1 of the designation of a new Collection Agent, NMC United Rentals is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any Upon the occurrence of its rightsa Termination Event, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon at the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC United Rentals or any successor Collection Agent, on the conditions condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such hereof.
(b) Upon the designation of a successor Collection Agent as set forth above, the Collection Agent agrees that it will terminate its activities as Collection Agent hereunder in a manner which the Agent determines will facilitate the transition of the performance of such Person is permitted activities to the new Collection Agent, and the Collection Agent shall cooperate with and assist such successor Collection Agent. Such cooperation shall include access to and transfer of records and use by applicable law (includingthe successor Collection Agent of all records, licenses, hardware or software necessary or reasonably desirable to collect the Receivables and the Related Security, and the successor Collection Agent may utilize the management information system of the departing Collection Agent, without limitationcharge, applicable CHAMPUS/VA Regulationsto collect the Receivables and the Related Security.
(c) The Collection Agent acknowledges that the Seller, Medicaid Regulations the Agent, the Group Agents and Medicare Regulations) or any order of the Investors have relied on the Collection Agent’s agreement to act as Collection Agent hereunder in making their decision to execute and deliver this Agreement. Accordingly, United Rentals agrees that it will not voluntarily resign as Collection Agent unless a court of competent jurisdiction. The Agent may notify any Obligor as to successor collection agent, approved in writing by the ownership interest therein that Agent, shall have been transferred appointed pursuant to this Article VII and which successor collection agent shall have agreed to perform all of the Transferor andduties and obligations of the Collection Agent hereunder.
(d) The Collection Agent may not delegate any of its rights, except duties or obligations hereunder without the prior written consent of the Agent, and provided that the Collection Agent shall continue to remain solely liable for the performance of the duties as otherwise provided Collection Agent hereunder notwithstanding any such delegation hereunder, as to the Transferred Interest hereunder. .
Appears in 1 contract
Samples: Receivables Purchase Agreement (United Rentals Inc /De)
Appointment of Collection Agent. The servicing18.1 Lam Xxxearch Co., administering and collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Section 6.1. Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor of the designation of a new Collection Agent, NMC Ltd. is hereby designated asappointed by the Purchasers as their agent to service, collect and administer all Purchased Receivables, to perform all related functions and to enforce the Purchasers' rights and interests in and under the Purchased Receivables, and Lam Xxxearch Co., Ltd. hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity accepts such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties appointment as Collection Agent hereunder notwithstanding on the terms and subject to the conditions of this Agreement.
18.2 The Representative Purchaser may at any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, time after the occurrence of a Termination Event in the circumstances described in Clause 21, remove Lam Xxxearch Co., Ltd. as Collection Agent.
18.3 Upon Lam Xxxearch Co., Ltd. being removed as Collection Agent Default or any other Termination Event designate pursuant to Clause 21, the Representative Purchaser may, upon written instruction given by all the Purchasers, appoint a successor to act as Collection Agent. The Representative Purchaser and the Purchasers and such successor shall, upon such successor confirming in writing to the Representative Purchaser and the Purchasers that it agrees so to act, thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
18.4 For the avoidance of doubt, it is hereby agreed that the Collection Agent is not authorized to enter into any Person (including itself) to succeed NMC commitment on behalf of the Representative Purchaser or any successor Purchaser.
18.5 The Collection AgentAgent hereby covenants and undertakes with the Representative Purchaser and the Purchasers as set out in the Seventh Schedule.
18.6 The Collection Agent agrees to indemnify the Representative Purchaser and the Purchasers, on including their officers, directors and employees from and against any liability, loss, expense, action, proceeding or claim which may be brought against, or suffered or sustained, by the conditions in each case that Representative Purchaser and/or the Purchasers, and/or such directors, officers and employees by reason of any such Person so designated shall agree to perform the duties and obligations wrongful or negligent acts or omissions of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of its directors, officers, employees or agents in the performance of its duties hereunder.
18.7 The Collection Agent shall have no liability for any obligation of a court Buyer under any Purchased Receivable and nothing herein shall constitute a guarantee, or similar obligation, by the Collection Agent of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. Purchased Receivable or any Buyer.
Appears in 1 contract
Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Section 6.16.01. Until the Administrative Agent (acting at the direction of the Majority Investors) gives written notice to the Transferor Contributor and each Funding Agent of the designation of a new Collection Agent, NMC The Chase Manhattan Bank is hereby designated as, and hereby agrees as the Collection Agent. Prior to perform the duties and obligations ofClosing Date, the Collection Agent pursuant shall, upon notice to the terms hereofBorrower and each Funding Agent, assign all of its rights, duties and obligations as Collection Agent to MEMEC LLC. The After the Closing Date, the Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Funding Agent; provided that the Collection Agent may from time shall be permitted to time delegate its duties hereunder to any Originating Entity such of its rightsAffiliates or their agents, but such delegation shall not relieve the Collection Agent of its duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The After the Closing Date, the Administrative Agent may, and upon the direction of the Majority Investors Required Lenders the Administrative Agent shall, after but only following the occurrence declaration of a Collection Agent Default or any other Termination Event Event, designate as the Collection Agent any Person (including itselfeither Funding Agent) to succeed NMC the Collection Agent or any successor Collection Agent, on the conditions condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order hereof. Following the declaration of a court of competent jurisdiction. The Collection Agent Default or a Termination Event, the Administrative Agent may notify any Obligor as to of the ownership interest therein that shall have been transferred to Receivables of the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. designation of a successor Collection Agent.
Appears in 1 contract
Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Section 6.1. Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor of the designation of a new Collection Agent, NMC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Collection Agent”"COLLECTION AGENT") so designated from time to time in accordance with this Section 6.16.
1. Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor of the designation of a new Collection Agent, NMC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each the Required Administrative AgentAgents; provided PROVIDED that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further PROVIDED FURTHER that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. .
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care Holdings Inc /Ny/)
Appointment of Collection Agent. (a) The servicing, administering and collection of the Receivables shall be conducted by such the Person (the “"Collection Agent”") so designated from time to time in accordance with this Section 6.17.1. Initially, Borg-Warner Automotive Inc., shall be the Collection Agent. Until the Agent (acting at the direction of the Majority Investors) gives thx Xxxxx xxxes notice to the Transferor Borrower (in accordance with this Section 7.1) of the designation of a new Collection Agent, NMC the Parent is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that Either (i) any such delegation shall be terminated upon thirty (30) days prior written notice to the replacement of the Collection Agent hereunder and Borrower or (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction occurrence and during the continuance of the Majority Investors a Termination Event, the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event may designate as the Collection Agent any Person (including itselfitself or any Bank) to succeed NMC the Parent or any successor Collection Agent, on the conditions condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to Agent. Whether or not it is then serving as Collection Agent, upon the terms hereof occurrence and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order during the continuance of a court of competent jurisdiction. The Termination Event, the Agent may notify any Obligor as of the transfer to the ownership interest therein Agent of the Secured Interest.
(b) In the case of Receivables arising out of the sale or lease of goods or the rendering of services by any Originator, the Parent may, and if requested by the Agent shall, delegate its duties and obligations as Collection Agent with respect to such Receivables to such Originator (acting as sub-collection agent), on the condition in each case that such Originator shall agree in writing to perform the duties and obligations of the Collection Agent; provided, however, that notwithstanding such delegation, the Parent shall remain primarily liable to the Agent and the Lenders for the performance of the duties and obligations so delegated and the Agent and each Lender shall have been transferred the right to look solely to the Transferor Parent for such performance; provided, further, however, that either (i) upon thirty (30) days prior written notice to the Parent or (ii) upon the occurrence and during the continuance of a Termination Event, the Agent may replace an Originator as sub-collection agent.
(c) The Parent agrees that it will terminate its activities as Collection Agent and cause each Originator to terminate such Originator's activities as sub-collection agent in a manner which the Agent determines will facilitate the transition of the performance of such activities to the new Collection Agent, and the Parent shall cooperate with and assist such new Collection Agent. Such cooperation shall include access to, and transfer of, all Records and use by the new Collection Agent of all licenses, hardware or software necessary or desirable to collect the Affected Assets if permitted or not prohibited by the applicable contract. The Parent hereby agrees that if at any time it shall cease to be the Collection Agent, it shall act (if the then current Collection Agent so requests) as the data-processing agent of the Collection Agent and, except in such capacity, the Parent shall conduct the data-processing functions of the administration of the Receivables and the Collections in substantially the same way that the Parent conducted such data-processing functions while it acted as otherwise provided hereunderthe Collection Agent.
(d) The Parent acknowledges that the Agent and each Lender have relied on the Borrower's agreement to act as Collection Agent and on each Originator's agreement to act as sub-collection agent with respect to Receivables originated by each such Originator in making their decision to execute and deliver this Agreement. Accordingly, the Parent agrees that it will not voluntarily resign as Collection Agent nor will it permit any Originator to the Transferred Interest hereunder. voluntarily resign as a sub-collection agent.
Appears in 1 contract
Appointment of Collection Agent. Until such time as the Company shall notify the Seller in writing pursuant to Section 5.05 hereof of the revocation of such power and authority, the Company hereby appoints the Seller as its agent ("Collection Agent") to collect all amounts owing under or on account of all Receivables purchased by the Company from the Seller and to perform as administrative agent for the Company all tasks and duties in connection therewith that may be necessary or advisable and permitted for carrying out the transactions contemplated by this Agreement, the Liquidity Agreement and the Security Agreement. The servicing, administering Collection Agent shall keep separate records on behalf of the Company covering the transactions contemplated by this Agreement including the identity and collection status of each Receivable purchased by the Company from the Seller and the Seller Payables. In collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Section 6.1. Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor of the designation of a new Collection Agent, NMC is hereby designated as, and hereby agrees to perform the duties and obligations ofReceivables, the Collection Agent pursuant shall exercise the same care that it has exercised in handling similar matters for its own account, and shall create and administer policies and practices consistent with the policies and practices applied in handling similar matters for its own account and as if it had not sold the Receivables to the terms hereofCompany. The Collection Agent may not is further authorized, upon prior notice to GECC and subject to Section 5.05, to delegate any certain of its rightsservice, collection, enforcement and administrative duties or obligations hereunderhereunder with respect to the Receivables to the Parent or, or designate a substitute Collection Agent, without with the prior written consent of each Administrative AgentGECC, to any other Person who agrees to conduct such duties in accordance with this Agreement; provided PROVIDED, HOWEVER, that the Collateral Agent shall have notified S&P, D&P and Moodx'x xx writing in advance of any such proposed delegation of its duties to a Person other than the Parent and none of S&P, D&P or Moodx'x xxxll have advised that it would or might reduce the rating of the RFC Commercial Paper as a result thereof; and PROVIDED FURTHER, that no delegation will relieve the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties liability and obligations hereunder as relate responsibility with respect to such duties. Upon the servicing, administering and collection revocation of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder power and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent authority granted pursuant to the terms hereof and such designation first sentence of such Person is permitted by applicable law (includingthis Section 5.01, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of the Company shall appoint a court of competent jurisdiction. The successor Collection Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. in accordance with Section 5.05 hereof.
Appears in 1 contract
Samples: Purchase and Administration Agreement (Baldwin Piano & Organ Co /De/)
Appointment of Collection Agent. (a) The servicing, administering and collection of the Receivables shall be conducted by such the Person (the “"Collection Agent”") so designated from time to time in accordance with this Section 6.17.1. Initially, Borg-Warner Automotxxx Xxx., xhall be the Collection Agent. Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor Borrower (in accordance with this Section 7.1) of the designation of a new Collection Agent, NMC the Parent is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that Either (i) any such delegation shall be terminated upon thirty (30) days prior written notice to the replacement of the Collection Agent hereunder and Borrower or (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction occurrence and during the continuance of the Majority Investors a Termination Event, the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event may designate as the Collection Agent any Person (including itself, any Bank or the Program LOC Provider) to succeed NMC the Parent or any successor Collection Agent, on the conditions condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to Agent. Whether or not it is then serving as Collection Agent, upon the terms hereof occurrence and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order during the continuance of a court of competent jurisdiction. The Termination Event, the Agent may notify any Obligor as of the transfer to the ownership interest therein Agent of the Secured Interest.
(b) In the case of Receivables arising out of the sale or lease of goods or the rendering of services by any Originator, the Parent may, and if requested by the Agent shall, delegate its duties and obligations as Collection Agent with respect to such Receivables to such Originator (acting as sub-collection agent), on the condition in each case that such Originator shall agree in writing to perform the duties and obligations of the Collection Agent; provided, however, that notwithstanding such delegation, the Parent shall remain primarily liable to the Agent and the Lenders for the performance of the duties and obligations so delegated and the Agent and each Lender shall have been transferred the right to look solely to the Transferor Parent for such performance; provided, further, however, that either (i) upon thirty (30) days prior written notice to the Parent or (ii) upon the occurrence and during the continuance of a Termination Event, the Agent may replace an Originator as sub-collection agent.
(c) The Parent agrees that it will terminate its activities as Collection Agent and cause each Originator to terminate such Originator's activities as sub-collection agent in a manner which the Agent determines will facilitate the transition of the performance of such activities to the new Collection Agent, and the Parent shall cooperate with and assist such new Collection Agent. Such cooperation shall include access to, and transfer of, all Records and use by the new Collection Agent of all licenses, hardware or software necessary or desirable to collect the Affected Assets if permitted or not prohibited by the applicable contract. The Parent hereby agrees that if at any time it shall cease to be the Collection Agent, it shall act (if the then current Collection Agent so requests) as the data-processing agent of the Collection Agent and, except in such capacity, the Parent shall conduct the data-processing functions of the administration of the Receivables and the Collections in substantially the same way that the Parent conducted such data-processing functions while it acted as otherwise provided hereunderthe Collection Agent.
(d) The Parent acknowledges that the Agent and each Lender have relied on the Borrower's agreement to act as Collection Agent and on each Originator's agreement to act as sub-collection agent with respect to Receivables originated by each such Originator in making their decision to execute and deliver this Agreement. Accordingly, the Parent agrees that it will not voluntarily resign as Collection Agent nor will it permit any Originator to the Transferred Interest hereunder. voluntarily resign as a sub-collection agent.
Appears in 1 contract
Samples: Receivables Loan Agreement (Borg Warner Automotive Inc)
Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “"Collection Agent”") so designated from time to time in accordance with this Section 6.16.
1. Until the Funding Agent (acting at the direction of the Majority InvestorsGroup Agents) gives notice to the Transferor Originator of the designation of a new Collection AgentAgent pursuant to the next sentence, NMC the Originator is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Funding Agent (acting at the direction of the Group Agents) may, after the occurrence of a Collection Agent Default or any other Termination Event, designate as Collection Agent any Person (including itself) to succeed the Originator or any successor Collection Agent, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof. Following a Collection Agent Default or a Termination Event, the Funding Agent may notify any Obligor of the Transferred Interest of the designation of a successor Collection Agent. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative the Funding Agent; provided that the Collection Agent may from time Originator shall be permitted to time delegate its duties hereunder to any Originating Entity such of its rightsAffiliates or their agents, but such delegation shall not relieve the Originator of its duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. .
Appears in 1 contract
Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Section 6.16.01. Until the Administrative Agent (acting at the direction of the Majority InvestorsRequired Committed Purchasers) gives notice to the Transferor Tyson of the designation of a new Collection AgentAgent pursuant to this Section 6.01, NMC Tyson is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Funding Agent; provided that the Collection Agent may from time Tyson shall be permitted to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding to the Sellers or any of Tyson’s Affiliates, but such delegation shall not relieve Tyson of its duties and obligations as Collection Agent hereunder. Any such delegation of the Collection Agent’s obligations hereunder to an Affiliate shall be on terms and conditions agreed upon between the Collection Agent and such Affiliate. The Administrative Agent may, and upon the direction of the Majority Investors Required Committed Purchasers the Administrative Agent shall, but only after the occurrence of a Collection Agent Default or any other Termination Event Event, designate as the Collection Agent any Person (including itself) to succeed NMC Tyson or any successor Collection Agent, on the conditions condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (includinghereof. Following a Collection Agent Default or a Termination Event, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The the Administrative Agent may notify any Obligor as to of the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. designation of a successor Collection Agent.
Appears in 1 contract
