Common use of Duties of Collection Agent Clause in Contracts

Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect, administer and service each Receivable from time to time, all in accordance with all the terms and provisions of this Agreement, applicable Law, rules and regulations, applicable customary and usual industry standards reflecting prudent management of similar assets, and in accordance with the SunGard Financial Policy, but without regard to any relationship the Collection Agent may have with any Obligor or any other Person who is a party to the Loan Documents. In the enforcement or collection of any such amount, the Collection Agent shall be entitled to xxx thereon (1) in its own name or (2) if, but only if, SunGard Funding II consents in writing (which consent shall not be unreasonably withheld), as agent for SunGard Funding II subject, in either case, to the consent of the Controlling Party. In no event shall the Collection Agent be entitled to take any action which would make SunGard Funding II a party to any litigation without the express prior written consent of SunGard Funding II and the Controlling Party. (b) The Collection Agent will instruct all Obligors to pay all Collections directly to a Lockbox, Lockbox Account or Collection Account and will cause each Lockbox Bank to remit amounts in each Lockbox into the Collection Account daily. SunGard Parent will cause all Collections in each Lockbox Account to be remitted daily to the applicable Lockbox Account, and will cause all Collections in each Lockbox Account to be reimitted daily to the Collection Account. The Collection Agent shall maintain in effect at all times a Control Agreement with each bank party to a Lockbox, Lockbox Account or Collection Account. In the case of any remittances received in any Lockbox, Lockbox Account or Collection Account that shall have been identified, to the satisfaction of the Collection Agent, to not constitute Collections or other proceeds of the Receivables, the Related Security or related Collections, the Collection Agent shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after any Early Amortization Date, SunGard Funding II may request that the Collection Agent, and the Collection Agent thereupon promptly shall, instruct all Obligors with respect to the Receivables, to remit all payments thereon to a new depositary account specified by SunGard Funding II and, at all times thereafter, the Collection Agent shall not deposit or otherwise credit any funds to the Collection Account, but rather to such new depositary account. If any payments relating to Receivables are remitted directly SunGard Parent, SunGard Parent will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, such SunGard Parent will hold such payments in trust for the exclusive benefit of SunGard Funding II. (c) The Collection Agent may, in accordance with the SunGard Financial Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Collection Agent determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable, Defaulted Receivables or Charged-Off Receivable or limit the rights of SunGard Funding II under this Agreement or any other Loan Document. (d) The Collection Agent shall hold in trust for SunGard Funding II all Records that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon demand of SunGard Funding II, make available to SunGard Funding II all such Records, at a place selected by SunGard Funding II. (e) The Collection Agent will ensure that the Lockboxes, the Lockbox Accounts and the Collection Account will be free and clear of, and defend the Lockboxes, Lockbox Account and the Collection Account against, any writ, order, stay, judgment, warrant of attachment or attachment or Lien (other than a Lien under the Transaction Documents).

Duties of Collection Agent. (a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect, administer and service each Receivable from time to time, all in accordance with all the terms and provisions of this Agreement, applicable Law, rules and regulations, applicable customary and usual industry standards reflecting prudent management of similar assets, and in accordance with the SunGard Financial Policy, but without regard to any relationship the Collection Agent may have with any Obligor or any other Person who is a party to the Loan Documents. In the enforcement or collection of any such amount, the Collection Agent shall be entitled to xxx thereon (1) in its own name or (2) if, but only if, SunGard Funding II consents in writing (which consent shall not be unreasonably withheld), as agent for SunGard Funding II subject, in either case, to the consent of the Controlling Party. In no event shall the Collection Agent be entitled to take any action which would make SunGard Funding II a party to any litigation without the express prior written consent of SunGard Funding II and the Controlling Party. (b) The Collection Agent will instruct all Obligors to pay all Collections directly to a Lockbox, Lockbox Account or Collection Account and will cause each Lockbox Bank to remit amounts in each Lockbox into the Collection Account daily. SunGard Parent will cause all Collections in each Lockbox Account to be remitted daily to the applicable Lockbox Account, and will cause all Collections in each Lockbox Account to be reimitted daily to the Collection Account. The Collection Agent shall maintain in effect at all times a Control Agreement with each bank party to a Lockbox, Lockbox Account or Collection Account. In the case of any remittances received in any Lockbox, Lockbox Account or Collection Account that shall have been identified, to the satisfaction of the Collection Agent, to not constitute Collections or other proceeds of the Receivables, the Related Security or related Collections, the Collection Agent shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after any Early Amortization Date, SunGard Funding II may request that the Collection Agent, and the Collection Agent thereupon promptly shall, instruct all Obligors with respect to the Receivables, to remit all payments thereon to a new depositary account specified by SunGard Funding II and, at all times thereafter, the Collection Agent shall not deposit or otherwise credit any funds to the Collection Account, but rather to such new depositary account. If any payments relating to Receivables are remitted directly SunGard Parent, SunGard Parent will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, such SunGard Parent will hold such payments in trust for the exclusive benefit of SunGard Funding IIFunding. (c) The Collection Agent may, in accordance with the SunGard Financial Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Collection Agent determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable, Defaulted Receivables or Charged-Off Receivable or limit the rights of SunGard Funding II under this Agreement or any other Loan Document. (d) The Collection Agent shall hold in trust for SunGard Funding II all Records that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon demand of SunGard Funding IIFunding, make available to SunGard Funding II all such Records, at a place selected by SunGard Funding IIFunding. (e) The Collection Agent will ensure that the Lockboxes, the Lockbox Accounts and the Collection Account will be free and clear of, and defend the Lockboxes, Lockbox Account and the Collection Account against, any writ, order, stay, judgment, warrant of attachment or attachment or Lien (other than a Lien under the Transaction Documents).