Common use of Authorization and Action Clause in Contracts

Authorization and Action. Each Purchaser hereby designates and appoints MUFG to act as its agent hereunder and under each other Transaction Document, and authorizes Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for Agent. In performing its functions and duties hereunder and under the other Transaction Documents, Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. Agent shall not be required to take any action that exposes Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 19 contracts

Samples: Receivables Purchase Agreement (Patterson Companies, Inc.), Receivables Purchase Agreement (Patterson Companies, Inc.), Receivables Purchase Agreement (Patterson Companies, Inc.)

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Authorization and Action. Each Purchaser Lender, respectively, hereby designates and appoints MUFG its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of this Agreement and the other Transaction Documents Documents, together with such powers as are reasonably incidental thereto. No Lender Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaserits related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for the Purchasers its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party the Borrower or any Purchaser Agent the Servicer or any of such Seller Partythe Borrower’s or Purchaser Agentthe Servicer’s successors or assigns. No Lender Agent shall not be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable lawApplicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate UnpaidsObligations. Each Purchaser Lender Agent hereby authorizes the Administrative Agent to authorize and file each of any UCC financing statement deemed necessary by the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) Administrative Agent on behalf of such Purchaser Lender Agent (the terms of which shall be binding on such PurchaserLender Agent ).

Appears in 15 contracts

Samples: Loan and Servicing Agreement (SLR Investment Corp.), Loan and Servicing Agreement (SLR Investment Corp.), Ninth Amendment to the Loan and Servicing Agreement (SLR Senior Investment Corp.)

Authorization and Action. Each Additional Purchaser hereby designates and appoints MUFG the relevant Additional Agent designated in the related Additional Purchaser Agreement to act as its agent hereunder and under each other Transaction Document, and authorizes such Additional Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Additional Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. No Additional Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any such related Additional Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Additional Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Additional Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Additional Agent shall act solely as agent for the Purchasers related Additional Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any the Seller Party or any Purchaser Agent the Servicer or any of such Seller Partythe Seller’s or Purchaser Agentthe Servicer’s successors or assigns. No Additional Agent shall not be required to take any action that exposes the Additional Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable lawApplicable Law. The appointment and authority of each Additional Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser Additional Agent hereby authorizes the Administrative Agent to authorize and file execute each of the Uniform Commercial Code UCC financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser Additional Agent (the terms of which shall be binding on such PurchaserAdditional Agent).

Appears in 10 contracts

Samples: Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG its applicable Purchaser Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Purchaser Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Purchaser Agent by the terms of this Agreement together and the other Transaction Documents together with such powers as are reasonably incidental thereto. Such Purchaser Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Documentherein, or any fiduciary relationship with any its related Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Purchaser Agent. In performing its functions and duties hereunder and under the other Transaction Documents, such Purchaser Agent shall act solely as agent for the Purchasers its related Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any the Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s its successors or assigns. Such Purchaser Agent shall not be required to take any action that exposes such Purchaser Agent to personal liability or that is contrary to this Agreement, or any other Transaction Document or applicable lawApplicable Law. The appointment and authority of such Purchaser Agent hereunder shall terminate upon at the indefeasible payment in full of all the Aggregate Unpaids. Each Purchaser Agent, respectively, hereby authorizes the Administrative Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) UCC Financing Statements on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 8 contracts

Samples: Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 7 contracts

Samples: Receivables Purchase Agreement (Navistar Financial Corp), Receivables Purchase Agreement (Plexus Corp), Receivables Purchase Agreement (Interface Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG FTB to act as its agent hereunder and under each other Transaction Document, and authorizes Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for Agent. In performing its functions and duties hereunder and under the other Transaction Documents, Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser AgentPurchaser’s successors or assigns. Agent shall not be required to take any action that exposes Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 5 contracts

Samples: Contract Purchase Agreement (Patterson Companies, Inc.), Contract Purchase Agreement (Patterson Companies, Inc.), Contract Purchase Agreement (Patterson Companies, Inc.)

Authorization and Action. Each Purchaser Lender, respectively, hereby designates and appoints MUFG its related Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of this Agreement and the other Transaction Documents Documents, together with such powers as are reasonably incidental thereto. No Lender Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaserits related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for the Purchasers its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party the Borrower, the Servicer or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assignsother Lender. No Lender Agent shall not be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable lawApplicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser)Obligations.

Appears in 4 contracts

Samples: Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.), Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.), Loan and Servicing Agreement (Golub Capital BDC, Inc.)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG First Chicago to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any the Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s its successors or assigns. The Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) execute on behalf of such Purchaser (the terms of which shall be binding on such Purchaser)) each of the Uniform Commercial Code financing statements, together with such other instruments or documents determined by the Agent to be necessary or desirable in order to perfect, evidence or more fully protect the interest of the Purchasers contemplated hereunder.

Appears in 4 contracts

Samples: Receivables Purchase Agreement (Printpack Inc), Receivables Purchase Agreement (JPF Acquisition Corp), Purchase Agreement (Yellow Corp)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Credit Suisse AG, New York Branch to act as its agent hereunder and under each other Transaction Document, and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to Agent the Administrative by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative Agent. In performing its their functions and duties hereunder and under the other Transaction Documents, the Administrative Agent shall act solely as agent for the Purchasers Purchasers, and does the Administrative Agent shall not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent the Issuer or any of such Seller Party’s or Purchaser Agentthe Issuer’s successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Administrative Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate UnpaidsNotes. Each Purchaser hereby authorizes the Administrative Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 3 contracts

Samples: Omnibus Amendment (Conns Inc), Omnibus Amendment (Conns Inc), Note Purchase Agreement (Conns Inc)

Authorization and Action. Each Purchaser Lender hereby designates and appoints MUFG Wachovia to act as its agent hereunder under the Transaction Documents and under each other Transaction Documentthe Liquidity Agreement, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this the Liquidity Agreement and or the other Transaction Documents Documents, together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein in the Liquidity Agreement or in any other Transaction Document, or any fiduciary relationship with any PurchaserLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this the Liquidity Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Liquidity Agreement and the Transaction Documents, the Agent shall act solely as agent for the Purchasers Lenders and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Loan Party or any Purchaser Agent or any of such Seller Loan Party’s or Purchaser Agent’s successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, the Liquidity Agreement or any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate UnpaidsObligations. Each Purchaser Lender hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code UCC financing or continuations statements (and amendments thereto and assignments or terminations thereof) statements, each Collection Account Agreement on behalf of such Purchaser Lender (the terms of which shall be binding on such PurchaserLender).

Appears in 3 contracts

Samples: Credit and Security Agreement (Zep Inc.), Credit and Security Agreement (Acuity Brands Inc), Credit and Security Agreement (Acuity Brands Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file each of execute such Transaction Documents as may require the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) Agent's signature on behalf of such Purchaser Purchaser, including the Collection Account Agreements and P.O. Box Transfer Notices (the terms of which shall be binding on such Purchaser).

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Pennsylvania Electric Co), Receivables Purchase Agreement (Metropolitan Edison Co), Receivables Purchase Agreement (Pennsylvania Power Co)

Authorization and Action. (a) Each Purchaser Lender hereby designates and appoints MUFG to act JPMorgan Chase Bank, National Association (and JPMorgan Chase Bank, National Association accepts such designation and appointment) as its agent hereunder and under each other Transaction DocumentAgent hereunder, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for Agent. In performing its functions and duties hereunder and under hereunder, the other Transaction Documents, Agent shall act solely as agent for the Purchasers Lenders and does do not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent other party hereto or any of such Seller Party’s or Purchaser Agent’s their respective successors or assigns. The Agent shall not be required to take any action that which exposes Agent it to personal liability or that which is contrary to this Agreement, any other Transaction Document Agreement or applicable lawApplicable Law. The appointment and authority of the Agent hereunder shall terminate upon at the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Obligations. (b) Notwithstanding any provision to the contrary elsewhere in this Agreement, the Agent to authorize shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and file each of the Uniform Commercial Code financing no implied covenants, functions, responsibilities, duties, obligations or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which liabilities shall be binding on read into this Agreement or otherwise exist against the Agent. (c) Notwithstanding any provision to the contrary elsewhere in this Agreement or any Loan Document, to the extent that any Loan Document requires the Agent’s consent to amend, modify, supplement or restate any such Purchaser)Loan Document, the Borrower Representative shall obtain the Agent’s consent prior to any such amendment, modification, supplement or restatement.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Vinebrook Homes Trust, Inc.), Revolving Credit Agreement (Vinebrook Homes Trust, Inc.), Revolving Credit Agreement (Vinebrook Homes Trust, Inc.)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG its applicable Purchaser Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Purchaser Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Purchaser Agent by the terms of this Agreement together and the other Transaction Documents together with such powers as are reasonably incidental thereto. Such Purchaser Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Documentherein, or any fiduciary relationship with any its related Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Purchaser Agent. In performing its functions and duties hereunder and under the other Transaction Documents, such Purchaser Agent shall act solely as agent for the Purchasers its related Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent the Sellers or any of such Seller Party’s or Purchaser Agent’s their respective successors or assigns. Such Purchaser Agent shall not be required to take any action that exposes such Purchaser Agent to personal liability or that is contrary to this Agreement, or any other Transaction Document or applicable lawApplicable Law. The appointment and authority of such Purchaser Agent hereunder shall terminate upon at the indefeasible payment in full of all the Aggregate Unpaids. Each Purchaser Agent, respectively, hereby authorizes the Administrative Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) UCC Financing Statements on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 3 contracts

Samples: Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) Collection Account Agreements on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Performance Food Group Co), Receivables Purchase Agreement (Omnova Solutions Inc), u.s. Receivables Purchase Agreement (Weatherford International Inc /New/)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG BTMUNY to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file each of the Uniform Commercial Code financing or continuations continuation statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Cardinal Health Inc), Receivables Purchase Agreement (Cardinal Health Inc), Receivables Purchase Agreement (Cardinal Health Inc)

Authorization and Action. Each Purchaser hereby ------------------------ designates and appoints MUFG First Chicago to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any the Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s its successors or assigns. The Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Bon Ton Stores Inc), Receivables Purchase Agreement (Hampshire Funding Inc), Receivables Purchase Agreement (Bon Ton Stores Inc)

Authorization and Action. Each Additional Purchaser hereby designates and appoints MUFG the relevant Additional Agent designated in the related Additional Purchaser Agreement to act as its agent hereunder and under each other Transaction Document, and authorizes such Additional Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Additional Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. No Additional Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any such related Additional Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Additional Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Additional Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Additional Agent shall act solely as agent for the Purchasers related Additional Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party the Sellers or any Purchaser Agent the Servicer or any of such Seller Party’s the Sellers’ or Purchaser Agentthe Servicer’s successors or assigns. No Additional Agent shall not be required to take any action that exposes the Additional Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable lawApplicable Law. The appointment and authority of each Additional Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser Additional Agent hereby authorizes the Administrative Agent to authorize and file execute each of the Uniform Commercial Code UCC financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser Additional Agent (the terms of which shall be binding on such PurchaserAdditional Agent).

Appears in 3 contracts

Samples: Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG JPMorgan to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Dean Foods Co), Receivables Purchase Agreement (Dean Foods Co), Receivables Purchase Agreement (Dean Foods Co)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG JPMorgan to act as its agent hereunder and under each other Transaction Document, and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Administrative Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Administrative Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Administrative Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Beckman Coulter Inc), Receivables Purchase Agreement (Beckman Coulter Inc), Receivables Purchase Agreement (Beckman Coulter Inc)

Authorization and Action. Each Purchaser Lender, respectively, hereby designates and appoints MUFG its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. Such Lender Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaserits related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, such Lender Agent shall act solely as agent for the Purchasers its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party the Borrower or any Purchaser Agent the Servicer or any of such Seller Partythe Borrower’s or Purchaser Agentthe Servicer’s successors or assigns. Such Lender Agent shall not be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable lawApplicable Law. The appointment and authority of such Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate UnpaidsObligations. Each Purchaser Lender, respectively, hereby authorizes the Deal Agent to authorize and file execute each of the Uniform Commercial Code UCC financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser Lender (the terms of which shall be binding on such PurchaserLender).

Appears in 3 contracts

Samples: Loan Funding and Servicing Agreement (American Capital Strategies LTD), Loan Funding and Servicing Agreement (American Capital Strategies LTD), Loan Funding and Servicing Agreement (American Capital Strategies LTD)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) the Collection Account Agreements on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 3 contracts

Samples: Annual Report, Receivables Purchase Agreement (Idex Corp /De/), Receivables Purchase Agreement (Meredith Corp)

Authorization and Action. Each additional Purchaser hereby designates and appoints MUFG the relevant additional Purchaser Agent designated in the related Transferee Letter or Assumption Agreement, as applicable, to act as its agent hereunder and under each other Transaction Document, and authorizes such additional Purchaser Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the additional Purchaser Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. No additional Purchaser Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any such related additional Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such additional Purchaser Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such additional Purchaser Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each additional Purchaser Agent shall act solely as agent for the Purchasers related additional Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any the Seller Party or any Purchaser Agent the Servicer or any of such Seller Partythe Seller’s or Purchaser Agentthe Servicer’s successors or assigns. No additional Purchaser Agent shall not be required to take any action that exposes the additional Purchaser Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable lawApplicable Law. The appointment and authority of each additional Purchaser Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each additional Purchaser Agent hereby authorizes Agent the Trustee to authorize and file each of the Uniform Commercial Code UCC financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such additional Purchaser Agent (the terms of which shall be binding on such Purchaseradditional Purchaser Agent).

Appears in 3 contracts

Samples: Sale and Servicing Agreement (NewStar Financial, Inc.), Sale and Servicing Agreement (NewStar Financial, Inc.), Sale and Servicing Agreement (NewStar Financial, Inc.)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Wxxxx Fargo to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code UCC financing or continuations continuation statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Avnet Inc), Receivables Purchase Agreement (Avnet Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations continuation statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Ceridian Corp /De/), Receivables Purchase Agreement (Avnet Inc)

Authorization and Action. Each Purchaser Lender hereby designates and appoints MUFG to act as its agent hereunder and under each other Transaction Document, and authorizes its related Managing Agent and the Program Agent to take such actions action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Managing Agent or the Program Agent by the terms of this Agreement and the other Transaction Documents hereof, together with such powers as are reasonably incidental thereto. The provisions of this Article IX are solely for the benefit of the Managing Agents, the Program Agent and the Lenders. The Borrower shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Agent shall be read into this Agreement or any other Transaction Document rights as a third-party beneficiary or otherwise exist for Agentunder any of the provisions hereof. In performing its their functions and duties hereunder and under hereunder, the other Transaction Documents, Agent Managing Agents shall act solely as the agent for the Purchasers respective Conduit Lenders and does the Committed Lenders in the related Lender Group and do not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the other Lenders, the Borrower, the Servicer, the Originator, any Seller Party or any Purchaser Agent Affiliate thereof or any of such Seller Party’s or Purchaser Agent’s their respective successors or and assigns. Each Managing Agent shall not be required to take any action that exposes and each Lender authorizes the Program Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes Agent to authorize and (i) file each of the Uniform Commercial Code UCC financing or continuations continuation statements (and amendments thereto and assignments or terminations thereof) and (ii) to execute the Blocked Account Agreements on behalf of such Purchaser the Lenders (the terms of which shall will be binding on such Purchaserthe Lenders).

Appears in 2 contracts

Samples: Loan and Servicing Agreement (Puget Sound Energy Inc), Loan and Servicing Agreement (Puget Energy Inc /Wa)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or nor any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Administrative Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Administrative Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Administrative Agent to authorize and file execute each of the Uniform Commercial Code UCC financing or continuations statements (statements, the Intercreditor Agreement and amendments thereto and assignments or terminations thereof) such other Transaction Documents as may require the Administrative Agent’s signature on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 2 contracts

Samples: Receivables Purchase Agreement (CMS Energy Corp), Receivables Purchase Agreement (CMS Energy Corp)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG to act as its agent hereunder and under each other Transaction Document, and authorizes Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for Agent. In performing its functions and duties hereunder and under the other Transaction Documents, Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. Agent shall not be required to take any action that exposes Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable lawApplicable Law. The appointment and authority of Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Exelon Generation Co LLC), Receivables Purchase Agreement (Constellation Energy Generation LLC)

Authorization and Action. Each Purchaser Lender and each subsequent holder of any Note by its acceptance thereof, hereby designates and appoints MUFG to act Post Advisory as its agent Collateral Agent hereunder and under each other Transaction Document, and authorizes Agent Post Advisory to take such actions as agent on its behalf and to exercise such powers as are delegated to Collateral Agent by the terms of this Agreement and the other Transaction Documents Loan Documents, together with such powers as are reasonably incidental thereto. Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Documentherein, or any fiduciary relationship with any PurchaserLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Collateral Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for Collateral Agent. In performing its functions and duties hereunder and under the other Transaction Documentshereunder, Collateral Agent shall act solely as agent for the Purchasers Lenders and does not assume assume, nor shall be deemed to have assumed assumed, any obligation or relationship of trust or agency with or for any Seller Loan Party or any Purchaser Agent of their Subsidiaries or any of such Seller Party’s Affiliates or Purchaser Agent’s respective successors or assigns. Collateral Agent shall not be required to take any action that exposes Collateral Agent to personal liability or that is contrary to this Agreement, any other Transaction Document Agreement or applicable lawLaws. The appointment and authority of Collateral Agent hereunder shall terminate upon at the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes Agent to authorize the Loans and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser)related obligations.

Appears in 2 contracts

Samples: Loan and Security Agreement (Primedex Health Systems Inc), Loan and Security Agreement (Primedex Health Systems Inc)

Authorization and Action. Each Purchaser hereby ------------------------ designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent Torchmark Entity or any of such Seller Party’s or Purchaser Agent’s Torchmark Entity's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Torchmark Corp), Receivables Purchase Agreement (Torchmark Corp)

Authorization and Action. Each Purchaser Lender hereby designates and appoints MUFG to act as its agent hereunder and under each other Transaction Document, and authorizes its related Managing Agent and each Lender and each Issuing Lender hereby appoints and authorizes the Administrative Agent to take such actions action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Managing Agent or the Administrative Agent by the terms of this Agreement and the other Transaction Documents hereof, together with such powers as are reasonably incidental thereto. Agent The provisions of this Article IX are solely for the benefit of the Managing Agents, the Administrative Agent, the Issuing Lenders and the Lenders. The Borrower shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Agent shall be read into this Agreement or any other Transaction Document rights as a third-party beneficiary or otherwise exist for Agentunder any of the provisions hereof. In performing its their functions and duties hereunder and under hereunder, the other Transaction Documents, Agent Managing Agents shall act solely as the agent for the Purchasers respective Conduit Lenders and does the Committed Lenders in the related Lender Group and do not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the other Lenders, the Borrower, the Servicer, any Seller Party or Originator, any Purchaser Agent Affiliate thereof or any of such Seller Party’s or Purchaser Agent’s their respective successors or and assigns. Agent shall not be required to take any action that exposes Each Managing Agent, each Lender and each Issuing Lender authorizes the Administrative Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes Agent to authorize and (i) file each of the Uniform Commercial Code UCC financing or continuations continuation statements (and amendments thereto and assignments or terminations thereof) and (ii) to execute the Blocked Account Agreements on behalf of such Purchaser the Lenders (the terms of which shall will be binding on such Purchaserthe Lenders) and the Issuing Lenders (the terms of which will be binding on the Issuing Lenders).

Appears in 2 contracts

Samples: Loan and Servicing Agreement (Newell Brands Inc.), Loan and Servicing Agreement (Newell Brands Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG JPMorgan to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Graybar Electric Co Inc), Receivables Purchase Agreement (Graybar Electric Co Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Mizuho Corporate Bank, Ltd. to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or Party, any Purchaser Agent Original Seller or any of such Seller Party’s or Purchaser AgentOriginal Seller’s successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Energizer Holdings Inc), Receivables Purchase Agreement (Energizer Holdings Inc)

Authorization and Action. Each Purchaser Lender hereby designates and appoints MUFG Wachovia to act as its agent hereunder under the Transaction Documents and under each other Transaction Documentthe Liquidity Agreement, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this the Liquidity Agreement and or the other Transaction Documents Documents, together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein in the Liquidity Agreement or in any other Transaction Document, or any fiduciary relationship with any PurchaserLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this the Liquidity Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Liquidity Agreement and the Transaction Documents, the Agent shall act solely as agent for the Purchasers Lenders and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Loan Party or any Purchaser Agent or any of such Seller Loan Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, the Liquidity Agreement or any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate UnpaidsObligations. Each Purchaser Lender hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code UCC financing or continuations statements (and amendments thereto and assignments or terminations thereof) statements, each Collection Account Agreement on behalf of such Purchaser Lender (the terms of which shall be binding on such PurchaserLender).

Appears in 2 contracts

Samples: Credit and Security Agreement (National Service Industries Inc), Credit and Security Agreement (Equifax Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG JPM Chase to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations continuation statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Avnet Inc), Receivables Purchase Agreement (Avnet Inc)

Authorization and Action. Each Purchaser (a) The Lender and each Secured Party hereby designates and appoints MUFG to act WFS (and WFS accepts such designation and appointment) as its agent hereunder and under each other Transaction DocumentAdministrative Agent hereunder, and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for Agent. In performing its functions and duties hereunder and under hereunder, the other Transaction Documents, Administrative Agent shall act solely as agent for the Purchasers Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent the Borrower or any of such Seller Party’s or Purchaser Agent’s its successors or assigns. The Administrative Agent shall not be required to take any action that which exposes Agent it to personal liability or that which is contrary to this Agreement, any other Transaction Document Agreement or applicable lawApplicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate upon at the indefeasible payment in full of all the Aggregate Unpaids. Each Purchaser hereby authorizes . (b) Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent to authorize shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with the Lender, and file each of the Uniform Commercial Code financing no implied covenants, functions, responsibilities, duties, obligations or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which liabilities shall be binding on such Purchaser)read into this Agreement or otherwise exist against the Administrative Agent. (c) The Administrative Agent shall promptly distribute to the Lender all notices, requests for consent and other information received by the Administrative Agent under this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (DT Acceptance Corp)

Authorization and Action. Each Purchaser Lender hereby designates ------------------------ and appoints MUFG Wachovia to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto, and the Loan Parties may rely on this designation and appointment and deal solely with the Agent. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any PurchaserLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers Lenders and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Loan Party or any Purchaser Agent or any of such Seller Loan Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate UnpaidsObligations. Each Purchaser Lender hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code UCC financing or continuations statements (and amendments thereto and assignments or terminations thereof) each Collection Account Agreement on behalf of such Purchaser Lender (the terms of which shall be binding on such PurchaserLender).

Appears in 1 contract

Samples: Credit and Security Agreement (Mohawk Industries Inc)

Authorization and Action. Each Purchaser The Lender and each Committed Bank, on behalf of itself and its assigns, hereby designates and appoints MUFG Wachovia to act as its agent hereunder under the Transaction Documents and under each other Transaction Documentthe Liquidity Agreement, and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this the Liquidity Agreement and or the other Transaction Documents Documents, together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein in the Liquidity Agreement or in any other Transaction Document, or any fiduciary relationship with any Purchaserthe Committed Banks and the Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this the Liquidity Agreement or any other Transaction Document or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder and under the other Liquidity Agreement and the Transaction Documents, the Administrative Agent shall act solely as agent for the Purchasers Committed Banks and the Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Loan Party or any Purchaser Agent or any of such Seller Loan Party’s or Purchaser Agent’s successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement, the Liquidity Agreement or any other Transaction Document or applicable law. The appointment and authority of the Administrative Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser Committed Bank and the Lender hereby authorizes the Administrative Agent to authorize and file execute each of the Uniform Commercial Code UCC financing or continuations statements (and amendments thereto and assignments or terminations thereof) statements, each Collection Account Agreement on behalf of such Purchaser the Secured Parties (the terms of which shall be binding on such Purchasereach Secured Party).

Appears in 1 contract

Samples: Credit and Security Agreement (Louisiana Pacific Corp)

Authorization and Action. Each Purchaser hereby -------------------------- designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Energizer Holdings Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) execute each of the Collection Account Agreements on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (SCP Pool Corp)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG to act as its agent hereunder and under each other Transaction Document, and authorizes Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for Agent. In performing its functions and duties hereunder and under the other Transaction Documents, Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. Agent shall not be required to take any action that exposes Agent to personal liability or that is contrary to this Agreement, any other 50 Transaction Document or applicable law. The appointment and authority of Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Patterson Companies, Inc.)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG National City Bank to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any the Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s its successors or assigns. The Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) execute on behalf of such Purchaser (the terms of which shall be binding on Purchaser) each of the Uniform Commercial Code financing statements, together with such Purchaser)other instruments or documents determined by the Agent to be necessary or desirable in order to perfect, evidence or more fully protect the interest of the Purchaser contemplated hereunder.

Appears in 1 contract

Samples: Receivables Sale Agreement (Wabash National Corp /De)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG JPMorgan Chase to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Invacare Corp)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG FTB to act as its agent hereunder and under each other Transaction Document, and authorizes Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for Agent. In performing its functions and duties hereunder and under the other Transaction Documents, Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser AgentPurchaser’s successors or assigns. Agent shall not be required to take any action that exposes Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes Agent to authorize and file each of the Uniform Commercial Code financing 41 12660228v2 or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Contract Purchase Agreement (Patterson Companies, Inc.)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code UCC financing or continuations statements (and amendments thereto and assignments or terminations thereof) the Blocked Account Agreement on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Ferrellgas Partners Finance Corp)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG JPMorgan to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).. FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Appears in 1 contract

Samples: Receivables Purchase Agreement (Dean Foods Co)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Patterson Dental Co)

Authorization and Action. Each Purchaser Purchaser, respectively, hereby designates and appoints MUFG its applicable Purchaser Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Purchaser Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Purchaser Agent by the terms of this Agreement and the other Transaction Documents Documents, together with such powers as are reasonably incidental thereto. No Purchaser Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any its related Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Purchaser Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Purchaser Agent shall act solely as agent for the Purchasers its related Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party the Borrower or any Purchaser Agent the Servicer or any of such Seller Partythe Borrower’s or Purchaser Agentthe Servicer’s successors or assigns. No Purchaser Agent shall not be required to take any action that exposes such Purchaser Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable lawApplicable Law. The appointment and authority of each Purchaser Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Sale and Servicing Agreement (Ares Capital Corp)

Authorization and Action. (a) Each Purchaser Secured Party hereby designates and appoints MUFG to act Fifth Third Bank, National Association (and Fifth Third Bank, National Association accepts such designation and appointment) as its agent hereunder and under each other Transaction DocumentAdministrative Agent hereunder, and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for Agent. In performing its functions and duties hereunder and under hereunder, the other Transaction Documents, Administrative Agent shall act solely as agent for the Purchasers Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent the Borrower or any of such Seller Party’s or Purchaser Agent’s its successors or assigns. The Administrative Agent shall not be required to take any action that which exposes Agent it to personal liability or that which is contrary to this Agreement, any other Transaction Document Agreement or applicable lawApplicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate upon at the indefeasible payment Facility Termination Date. (b) Notwithstanding any provision to the contrary elsewhere in full of all Aggregate Unpaids. Each Purchaser hereby authorizes this Agreement, the Administrative Agent to authorize shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any other Secured Party, and file each of the Uniform Commercial Code financing no implied covenants, functions, responsibilities, duties, obligations or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which liabilities shall be binding on such Purchaser)read into this Agreement or otherwise exist against the Administrative Agent.

Appears in 1 contract

Samples: Warehouse Agreement (Vroom, Inc.)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG to act as its agent hereunder and under each other Transaction Document, and authorizes Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for Agent. In performing its functions and duties hereunder and under the other Transaction Documents, Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. Agent shall not be required to take any action that exposes Agent to personal liability or that is contrary to this Agreement, any other 740395379 19636993 Transaction Document or applicable lawApplicable Law. The appointment and authority of Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Exelon Generation Co LLC)

Authorization and Action. Each Purchaser Purchaser, respectively, hereby designates and appoints MUFG its applicable Purchaser Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Purchaser Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Purchaser Agent by the terms of this Agreement and the other Transaction Documents Documents, together with such powers as are reasonably incidental thereto. No Purchaser Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any its related Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Purchaser Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Purchaser Agent shall act solely as agent for the Purchasers its related Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party the Borrower or any Purchaser Agent the Servicer or any of such Seller Partythe Borrower’s or Purchaser Agentthe Servicer’s successors or assigns. No Purchaser Agent shall not be required to take any action that exposes such Purchaser Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).or

Appears in 1 contract

Samples: Sale and Servicing Agreement (Ares Capital Corp)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) to execute any Transaction Document to be signed by Agent on behalf of such Purchaser Purchasers (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (American Commercial Lines LLC)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing Transaction Documents (including any amendments or continuations statements (and amendments thereto and assignments or terminations thereofwaivers thereto) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Genlyte Group Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) to execute the Collection Account Agreements on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Insight Enterprises Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Wachovia to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file each of the Uniform Commercial Code financing or continuations continuation statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Cardinal Health Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Patterson Companies, Inc.)

Authorization and Action. Each Purchaser Purchaser, respectively, hereby designates and appoints MUFG its applicable Purchaser Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Purchaser Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Purchaser Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. Such Purchaser Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any its related Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Purchaser Agent. In performing its functions and duties hereunder and under the other Transaction Documents, such Purchaser Agent shall act solely as agent for the Purchasers its related Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any the Seller Party or any Purchaser Agent the Servicer or any of such Seller Partythe Seller’s or Purchaser Agentthe Servicer’s successors or assigns. Such Purchaser Agent shall not be required to take any action that exposes such Purchaser Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable lawApplicable Law. The appointment and authority of such Purchaser Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser Purchaser, respectively, hereby authorizes the Administrative Agent to authorize and file execute each of the Uniform Commercial Code UCC financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Loan Certificate and Servicing Agreement (Capitalsource Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (statements, the Collection Account Agreements and amendments thereto and assignments or terminations thereof) the Fee Letter on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Financing Agreement (Syncor International Corp /De/)

Authorization and Action. Each Purchaser hereby ------------------------ designates and appoints MUFG First Chicago to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any the Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s its successors or assigns. The Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) the Collections Notices on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Kohls Corporation)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG JPMorgan to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent Servicer or any of such Seller Party’s or Purchaser Agent’s Person's respective successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) statements, on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Cott Corp /Cn/)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG The First National Bank of Chicago to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any the Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s its successors or assigns. The Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) execute on behalf of such Purchaser (the terms of which shall be binding on such Purchaser)) each of the Uniform Commercial Code financing statements, together with such other instruments or documents determined by the Agent to be necessary or desirable in order to perfect, evidence or more fully protect the interest of the Purchasers contemplated hereunder.

Appears in 1 contract

Samples: Receivable Interest Purchase Agreement (Federal Mogul Corp)

Authorization and Action. Each Purchaser The Purchasers hereby designates designate and appoints MUFG appoint WCM as the Deal Agent hereunder and authorize the Deal Agent to act as its agent hereunder and under each other Transaction Document, bailee and authorizes Agent to take such actions as agent and bailee on its behalf of the Purchasers and the other Secured Parties and to exercise such powers as are delegated to the Deal Agent by the terms of this Agreement and the other Transaction Documents Agreement, together with such powers as are reasonably incidental thereto. The Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Documentherein, or any fiduciary relationship with VFCC or any PurchaserSecured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Deal Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Deal Agent. In performing its functions and duties hereunder and under hereunder, the other Transaction Documents, Deal Agent shall act solely as an agent for VFCC and the Purchasers other Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent the Seller, the Guarantor, the Pledgor or any of such Seller Party’s or Purchaser Agent’s their successors or assigns. The Deal Agent shall not be required to take any action that exposes the Deal Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).this

Appears in 1 contract

Samples: Master Repurchase Agreement (Arbor Realty Trust Inc)

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Authorization and Action. CIT/BC hereby designates and appoints CIT/BC to act as its co-agent under the Transaction Documents to which it is a party for the sole purpose of giving and receiving certain notices and reports. Each Purchaser hereby designates and appoints MUFG Wachovia to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to execute the Intercreditor Agreement and take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent and the Co-Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other the Transaction DocumentDocuments, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent or the Co-Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent or the Co-Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Wolverine Tube Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG JPMorgan Chase to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code UCC financing or continuations statements (and amendments thereto and assignments or terminations thereof) the Blocked Account Agreement on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Ferrellgas Partners Finance Corp)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or for responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (statements, this Agreement and amendments thereto and assignments or terminations thereof) such other Transaction Documents as may require the Agent's signature on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Purchase Agreement (Anixter International Inc)

Authorization and Action. (a) Each Purchaser Bank hereby designates and appoints MUFG to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents hereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by the Credit Documents (including enforcement of and collection under any Credit Document or other Project Contract), the Agent shall not have be required to exercise any duties discretion or responsibilitiestake any action, except those expressly set forth herein but shall be required to act or to refrain from acting (and shall be fully protected in any other Transaction Document, so acting or any fiduciary relationship with any Purchaserrefraining from acting) upon the instructions of the Required Banks, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Agent such instructions shall be read into this Agreement or binding upon all Banks and the holders of any other Transaction Document or otherwise exist for Agent. In performing its functions and duties hereunder and under CP LOC Loan Note; provided, however, that the other Transaction Documents, Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. Agent shall not be required to take any action that that, in the Agent's sole judgment, exposes the Agent to personal liability or that is contrary to this Agreementany Credit Document or other Project Contract or Applicable Law. In performing its function and duties hereunder as Agent, the Agent shall act solely as the agent of the Banks and in its capacity as Issuing Bank it shall act solely as issuer of the CP LOC Letter of Credit, and does not assume and shall not be deemed to have assumed in either such capacity any obligation towards or relationship of agency or trust or other fiduciary relationship with or for the Company or any other Transaction Document or applicable law. The appointment and authority of Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. party to any Project Contract. (b) Each Purchaser Bank hereby authorizes the Agent to authorize in the name of and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (Bank to sign such documents, take all such actions and perform such obligations that the terms Agent deems necessary or appropriate to bind each of which shall be binding on such Purchaser)the Banks under the Credit Documents and to create, perfect or maintain the existence or perfected status of any security interest.

Appears in 1 contract

Samples: Construction Period Letter of Credit and Reimbursement Agreement (Aes Ironwood LLC)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG JPMorgan to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file each of the Uniform Commercial Code financing or continuations continuation statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Cardinal Health Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG BTMU to act as its agent hereunder and under each other Transaction Document, and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Administrative Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or Party, any Purchaser Agent Original Seller or any of such Seller Party’s or Purchaser AgentOriginal Seller’s successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Administrative Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Administrative Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).. 658652.06-Chicago Server 1A - MSW

Appears in 1 contract

Samples: Receivables Purchase Agreement (Energizer Holdings Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG BTMU to act as its agent hereunder and under each other Transaction Document, and authorizes Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for Agent. In performing its functions and duties hereunder and under the other Transaction Documents, Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. Agent shall not be required to take any action that exposes Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Patterson Companies, Inc.)

Authorization and Action. Each Purchaser Lender hereby designates and appoints MUFG Bank One Chicago to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any PurchaserLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers Lenders and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Borrower Party or any Purchaser Agent or any of such Seller Borrower Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser Lender hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser Lender (the terms of which shall be binding on such PurchaserLender).

Appears in 1 contract

Samples: Loan Funding Agreement (Reynolds & Reynolds Co)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file each of the Uniform Commercial Code financing or continuations continuation statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Cardinal Health Inc)

Authorization and Action. CIT/BC hereby designates and appoints CIT/BC to act as its co-agent under the Transaction Documents to which it is a party for the sole purpose of giving and receiving certain notices and reports. Each Purchaser hereby designates and appoints MUFG Wachovia to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to execute the Intercreditor Agreement and take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent and the Co-Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other the Transaction DocumentDocuments, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent or the Co-Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent or the Co-Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this the Liquidity Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Wolverine Tube Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code UCC financing or continuations statements (statements, the Collection Account Agreements and amendments thereto and assignments or terminations thereof) such other Transaction Documents as may require the Agent's signature on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Lennox International Inc)

Authorization and Action. Each Purchaser hereby irrevocably appoints, designates and appoints MUFG to act as its agent hereunder and under each other Transaction Document, and authorizes Agent the Administrator to take such actions action as agent on its behalf under the provisions of this Agreement or any other Transaction Document and to exercise such powers and perform such duties as are expressly delegated to Agent the Administrator by the terms of this Agreement and the or any other Transaction Documents Document, together with such powers as are reasonably incidental thereto. Agent The Administrator shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any the Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Agent the Administrator shall be read into this Agreement or any other Transaction Document or otherwise exist for Agentthe Administrator. In performing its functions and duties hereunder and under the other Transaction Documents, Agent (i) the Administrator shall act solely as agent for the Purchasers Purchaser and does the Secured Parties and (ii) the Administrator shall not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Transferring Party or any Purchaser Agent the Servicer or any of such Seller Party’s or Purchaser Agent’s parties’ successors or assigns. Agent The Administrator shall not be required to take any action that exposes Agent the Administrator to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of Agent the Administrator hereunder shall terminate upon immediately following the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser)Final Payout Date.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Charming Shoppes Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG to act as its agent hereunder and under each other Transaction Document, and authorizes Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for Agent. In performing its functions and duties hereunder and under the other Transaction Documents, Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. Agent shall not be required to take any action that exposes Agent to personal liability or that is contrary to this 737768156 10446458 Agreement, any other Transaction Document or applicable law. The appointment and authority of Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Patterson Companies, Inc.)

Authorization and Action. Each Purchaser hereby designates -------------------------- and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code UCC financing or continuations statements (and amendments thereto and assignments or terminations thereof) Collection Account Agreements on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Ralcorp Holdings Inc /Mo)

Authorization and Action. Each Purchaser Lender hereby designates and appoints MUFG to act as its agent hereunder and under each other Transaction Document, and authorizes its related Managing Agent and each Lender and the Issuing Lender hereby appoints and authorizes the Administrative Agent to take such actions action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Managing Agent or the Administrative Agent by the terms of this Agreement and the other Transaction Documents hereof, together with such powers as are reasonably incidental thereto. Agent The provisions of this Article IX are solely for the benefit of the Managing Agents, the Administrative Agent, the Issuing Lender and the Lenders. The Borrower shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Agent shall be read into this Agreement or any other Transaction Document rights as a third-party beneficiary or otherwise exist for Agentunder any of the provisions hereof. In performing its their functions and duties hereunder and under hereunder, the other Transaction Documents, Agent Managing Agents shall act solely as the agent for the Purchasers respective Conduit Lenders and does the Committed Lenders in the related Lender Group and do not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the other Lenders, the Borrower, the Servicer, any Seller Party or Originator, any Purchaser Agent Affiliate thereof or any of such Seller Party’s or Purchaser Agent’s their respective successors or and assigns. Each Managing Agent shall not be required to take any action that exposes and each Lender and the Issuing Lender authorizes the Administrative Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes Agent to authorize and (i) file each of the Uniform Commercial Code UCC financing or continuations continuation statements (and amendments thereto and assignments or terminations thereof) and (ii) to execute the Blocked Account Agreements on behalf of such Purchaser the Lenders (the terms of which shall will be binding on such Purchaserthe Lenders) and the Issuing Lender (the terms of which will be binding on the Issuing Lender).

Appears in 1 contract

Samples: Loan and Servicing Agreement (Newell Brands Inc)

Authorization and Action. Each Purchaser hereby ------------------------ designates and appoints MUFG The First National Bank of Chicago to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any the Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s its successors or assigns. The Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) execute on behalf of such Purchaser (the terms of which shall be binding on such Purchaser)) each of the Uniform Commercial Code financing statements, together with such other instruments or documents determined by the Agent to be necessary or desirable in order to perfect, evidence or more fully protect the interest of the Purchasers contemplated hereunder.

Appears in 1 contract

Samples: Receivable Interest Purchase Agreement (Federal Mogul Corp)

Authorization and Action. Each Purchaser and CP Purchaser hereby designates and appoints MUFG to act the Person designated herein as its agent hereunder and under each other Transaction Documentrespective Deal Agent hereunder, and authorizes its related Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to Agent the Deal Agents by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. Each Purchaser, each CP Purchaser and each Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Documentherein, or any fiduciary relationship with any Purchaser, any CP Purchaser or any other Deal Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of a Purchaser, a CP Purchaser or a Deal Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for any Purchaser, any CP Purchaser or any Deal Agent. In performing its functions and duties hereunder and under the other Transaction Documentshereunder, each Deal Agent shall act solely as agent for the Purchasers its related Purchaser and/or CP Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party the Issuer or any Purchaser Agent the Manager or any of such Seller Party’s or Purchaser Agent’s their respective successors or assigns. Agent The Deal Agents shall not be required to take any action that which exposes Agent the Deal Agents to personal liability or that which is contrary to this Agreement, any other Transaction Series 2011-1 Related Document or applicable law. The appointment and authority of Agent the Deal Agents hereunder shall terminate upon at the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes Agent to authorize and file each of amounts due under the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser)Notes.

Appears in 1 contract

Samples: Note Purchase Agreement (CAI International, Inc.)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG BTMU to act as its agent hereunder and under each other Transaction Document, and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Administrative Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or Party, any Purchaser Agent Original Seller or any of such Seller Party’s or Purchaser AgentOriginal Seller’s successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Administrative Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Administrative Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Energizer Holdings Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (Collection Account Agreements, the Estoppel Letters and amendments thereto and assignments or terminations thereof) the Concentration Limit Letter Agreement on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Jabil Circuit Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (statements, the Collection Account Agreements, the Estoppel Letter, the Demand Note Pledge Agreement and amendments thereto and assignments or terminations thereof) the Concentration Limit Letter Agreement on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Jabil Circuit Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (statements, the Fee Letter and amendments thereto and assignments or terminations thereof) the Collection Account Agreements on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (School Specialty Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns, except as expressly provided herein. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).payment

Appears in 1 contract

Samples: Receivables Purchase Agreement (Johnson Polymer Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Coöperatieve Rabobank U.A., New York Branch to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The LC Bank hereby designates and appoints Coöperatieve Rabobank U.A., New York Branch to act as its agent hereunder and under each other Transaction Document in respect of protecting and maintaining the security interest granted under Section 14.14(a), and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any PurchaserPurchaser or the LC Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and the LC Bank to the extent set forth herein, and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full date on which the Commitments have terminated, no Letters of Credit are outstanding and all Aggregate UnpaidsUnpaids have been indefeasibly paid in full. Each The LC Bank and each Purchaser hereby authorizes the Agent to authorize and file each of the such Uniform Commercial Code financing statements against the Seller Parties as it may deem necessary or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser)desirable in its sole discretion.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Dean Foods Co)

Authorization and Action. Each Purchaser Lender hereby designates and appoints MUFG its related Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. No Lender Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchasersuch related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for the Purchasers related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party the Borrower, the Servicer or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assignsother Lender. No Lender Agent shall not be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable lawApplicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Loan and Servicing Agreement (NewStar Financial, Inc.)

Authorization and Action. Each Purchaser Triple-A hereby designates and appoints MUFG CapMAC to act as its agent the Collateral Agent and Administrative Agent (each, an "AGENT") hereunder and under each other Transaction Facility Document, and authorizes each Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Agent by the terms of this Triple-A Purchase Agreement and the other Transaction Facility Documents together with such powers as are reasonably incidental thereto. No Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Facility Document, or any fiduciary relationship with Triple-A, ING or any PurchaserLiquidity Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of either Agent shall be read into this Agreement or any other Transaction Facility Document or otherwise exist for such Agent. In performing its functions and duties hereunder and under the other Transaction Facility Documents, each Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any the Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assignsthe Servicer. No Agent shall not be required to take any action that exposes such Agent to personal liability or that is contrary to this Agreement, any other Transaction Facility Document or applicable law. The appointment and authority of each Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser)Obligations.

Appears in 1 contract

Samples: Lease Receivables Purchase Agreement (HPSC Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG JPMorgan Chase Bank, N.A. to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Energizer Holdings Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG JPMorgan Chase to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) Collection Account Agreements on behalf of such Purchaser (the terms of which shall be binding on such Purchaser) (or to the extent such Collection Account Agreements have been executed, each Purchaser hereby ratifies such execution, as applicable).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Meredith Corp)

Authorization and Action. Each Purchaser Lender hereby designates and appoints MUFG to act as its agent hereunder and under each other Transaction Document, and authorizes its related Managing Agent and the Administrative Agent to take such actions action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Managing Agent or the Administrative Agent by the terms of this Agreement and the other Transaction Documents hereof, together with such powers as are reasonably incidental thereto. The provisions of this Article IX are solely for the benefit of the Managing Agents, the Administrative Agent and the Lenders. The Borrower shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Agent shall be read into this Agreement or any other Transaction Document rights as a third-party beneficiary or otherwise exist for Agentunder any of the provisions hereof. In performing its their functions and duties hereunder and under hereunder, the other Transaction Documents, Agent Managing Agents shall act solely as the agent for the Purchasers respective Conduit Lenders and does the Committed Lenders in the related Lender Group and do not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the other Lenders, the Borrower, the Servicer, any Seller Party or Originator, any Purchaser Agent Affiliate thereof or any of such Seller Party’s or Purchaser Agent’s their respective successors or and assigns. Each Managing Agent shall not be required to take any action that exposes and each Lender authorizes the Administrative Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes Agent to authorize and (i) file each of the Uniform Commercial Code UCC financing or continuations continuation statements (and amendments thereto and assignments or terminations thereof) and (ii) to execute the Blocked Account Agreements on behalf of such Purchaser the Lenders (the terms of which shall will be binding on such Purchaserthe Lenders).

Appears in 1 contract

Samples: Loan and Servicing Agreement (Newell Rubbermaid Inc)

Authorization and Action. Each Investor Agent and each Purchaser hereby designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any PurchaserPerson, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Trendwest Party or any Purchaser Agent or any of such Seller Trendwest Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Investor Agent and Purchaser hereby authorizes the Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) execute all Financing Statements on behalf of such Investor Agent and Purchaser (the terms of which shall be binding on such Investor Agent or Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Trendwest Resorts Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents Documents, together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize authorize, execute and file each of the Uniform Commercial Code financing or continuations continuation statements (and amendments thereto and assignments or terminations thereof) and the Intercreditor Agreement on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Puget Sound Energy Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Dean Foods Co)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Originating Party or any Purchaser Agent or any of such Seller Originating Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Trendwest Resorts Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s 's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (statements, the Intercreditor Agreement and amendments thereto and assignments or terminations thereof) each Collection Account Agreement on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (P&l Coal Holdings Corp)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG First Chicago to act as its agent hereunder and under each other Transaction Document, and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Administrative Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any the Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s its successors or assigns. The Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Administrative Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Administrative Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) execute on behalf of such Purchaser (the terms of which shall be binding on such Purchaser)) each of the Uniform Commercial Code financing statements, together with such other instruments or documents determined by the Administrative Agent to be necessary or desirable in order to perfect, evidence or more fully protect the interest of the Purchasers contemplated hereunder.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Donnelly Corp)

Authorization and Action. Each Purchaser Lender hereby designates and appoints MUFG BofA to act as its agent hereunder and under each other Transaction Document, and authorizes Agent the Administrator to take such actions as agent on its behalf and to exercise such powers as are delegated to Agent the Administrator by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. Agent The Administrator shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any PurchaserLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Agent the Administrator shall be read into this Agreement or any other Transaction Document or otherwise exist for Agentthe Administrator. In performing its functions and duties hereunder and under the other Transaction Documents, Agent the Administrator shall act solely as agent for the Purchasers Lenders and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent the Borrower or any of such Seller Party’s or Purchaser Agent’s its successors or assigns. Agent The Administrator shall not be required to take any action that which exposes Agent the Administrator to personal liability or that which is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of Agent the Administrator hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaidsthe Secured Obligations. Each Purchaser Lender hereby authorizes Agent the Administrator to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) execute on behalf of such Purchaser Lender (the terms of which shall be binding on such Purchaser)Lender) each of the UCC financing statements, together with such other instruments or documents determined by the Administrator to be necessary or desirable in order to perfect, evidence or more fully protect the interest of the Lenders contemplated hereunder.

Appears in 1 contract

Samples: Loan and Security Agreement (PHH Corp)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG to act as its agent hereunder and under each other Transaction Document, and authorizes Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, 47 737768156 10446458 responsibilities, duties, obligations or liabilities on the part of Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for Agent. In performing its functions and duties hereunder and under the other Transaction Documents, Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. Agent shall not be required to take any action that exposes Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Patterson Companies, Inc.)

Authorization and Action. Each Purchaser hereby irrevocably appoints, designates and appoints MUFG to act as its agent hereunder and under each other Transaction Document, and authorizes Agent the Administrator to take such actions action as agent on its behalf under the provisions of this Agreement or any other Transaction Document and to exercise such powers and perform such duties as are expressly delegated to Agent the Administrator by the terms of this Agreement and the or any other Transaction Documents Document, together with such powers as are reasonably incidental thereto. Agent The Administrator shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any the Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Agent the Administrator shall be read into this Agreement or any other Transaction Document or otherwise exist for Agentthe Administrator. In performing its functions and duties hereunder and under the other Transaction Documents, Agent (i) the Administrator shall act solely as agent for the Purchasers Purchaser and does the Secured Parties and (ii) the Administrator shall not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Transferring Party or any Purchaser Agent the Servicer or any of such Seller Party’s or Purchaser Agent’s parties' successors or assigns. Agent The Administrator shall not be required to take any action that exposes Agent the Administrator to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of Agent the Administrator hereunder shall terminate upon immediately following the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes Agent to authorize and file each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Purchaser (the terms of which shall be binding on such Purchaser)Final Payout Date.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Charming Shoppes Inc)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG Bank ------------------------ One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any the Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s its successors or assigns. The Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize and file execute each of the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) the Collections Notices on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Kohls Corporation)

Authorization and Action. Each Purchaser hereby designates and appoints MUFG JPMorgan Chase to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent hereby agrees to deliver a copy of each notice, certificate or report received by it from the Seller Parties to the applicable Purchasers promptly after receipt thereof. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any Purchaser Agent or any of such Seller Party’s or Purchaser Agent’s successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to authorize file UCC financing statements and file each of execute the Uniform Commercial Code financing or continuations statements (and amendments thereto and assignments or terminations thereof) Blocked Account Agreement on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Ferrellgas Partners L P)

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