Common use of Duties of the Servicer Clause in Contracts

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policies. The Servicer shall set aside, for the accounts of the Seller and the Issuer, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection Policy, take such action as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments required under applicable laws, rules or regulations or the applicable Contract; provided, however, that: for the purposes of this Agreement, (i) such action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator under this Agreement and (iii) if a Termination Event has occurred and is continuing and UGI or an Affiliate thereof is serving as the Servicer, UGI or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of the Issuer), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Ugi Corp /Pa/), Receivables Purchase Agreement (Ugi Corp /Pa/), Receivables Purchase Agreement (Ugi Corp /Pa/)

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Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement Agreement, all requirements of the CPUC and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection Policy, all requirements of the CPUC and all Applicable Laws and consistent with past practices of the Originators (but subject to all requirements of the CPUC and all Applicable Laws), take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required (x) under applicable laws, rules or regulations or the applicable ContractContract or (y) by the CPUC or any other applicable Governmental Authority; provided, however, that: that for the purposes of this Agreement, subject in each case to the provisions of Section 8.02(e), (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to or invoice date of such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default or a Termination Event has occurred and is continuing continuing, subject to any requirements of the CPUC and UGI or an Affiliate thereof is serving as any other Governmental Authority, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default or a Termination Event has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) Defaulted Receivable in accordance with the Administrator believes in good faith that Credit and Collection Policy and to the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion extent permitted under the rules and regulations of the Pool ReceivablesCPUC. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI PG&E or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement. (d) The Servicer hereby agrees from time to time, at its own expense and to the extent not prohibited by the CPUC or Applicable Law, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to (i) obtain any consent or approval of the CPUC or any other Governmental Authority requested by the Administrative Agent in order (A) to replace PG&E as Servicer hereunder, (B) to enable PG&E to operate as a data-processing agent for any replacement Servicer or (C) to enable the Administrative Agent to exercise any other rights or remedies hereunder or under any other Transaction Document, or (ii) otherwise enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. (e) The parties hereto acknowledge and agree that (i) an Unbilled Receivable arising in any month (such month the “Origination Month”) represents charges to the related Obligor for such Origination Month, which charges have been estimated by the related Originator based on charges to the related Obligor in the month prior to the Origination Month, (ii) in the month following the Origination Month, the Originator will determine the amount of charges to be billed to the related Obligor, (iii) based upon the updated information obtained by the related Originator in respect of the related Unbilled Receivable, the Servicer will in the month following the Origination Month of such Unbilled Receivable, reverse the estimated charges and finalize the xxxx to be delivered to the related Obligor and (iv) the Servicer’s action of reversing the estimated charges that give rise to an Unbilled Receivable and creating a xxxx in respect of such Unbilled Receivable is permitted and will not constitute an alteration of the status of the related Unbilled Receivable or any Receivable arising therefrom.

Appears in 3 contracts

Samples: Receivables Financing Agreement (PACIFIC GAS & ELECTRIC Co), Receivables Financing Agreement (PACIFIC GAS & ELECTRIC Co), Receivables Financing Agreement (PG&E Corp)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to or invoice date of such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) Borrower the collections of any indebtedness that is not a Pool Receivable, less, if UGI Xxxxxxx or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Xxxxxxx or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 3 contracts

Samples: Receivables Financing Agreement (Traeger, Inc.), Receivables Financing Agreement (TGPX Holdings I LLC), Receivables Financing Agreement (TGPX Holdings I LLC)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted delinquent Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a an Event of Termination Event has occurred and is continuing and UGI or neither the Parent nor an Affiliate thereof is serving as the ServicerServicer at such time, UGI or such Affiliate the Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Termination has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivablesdefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Warner Bros. Discovery, Inc.), Receivables Purchase Agreement (Warner Bros. Discovery, Inc.), Receivables Purchase Agreement (Warner Bros. Discovery, Inc.)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action actions as may be reasonably it deems necessary or advisable to administer collect all amounts due and collect related to each Pool Receivable Contract from time to time, all in accordance with this Agreement and all applicable laws, rules tariffs, rules, regulations and regulationsthe Collection Policy. Each of the Borrower, each Lender, each Administrative Agent and the Program Agent hereby appoints as its agent the Servicer, from time to time designated pursuant to Section 6.01, to enforce its respective rights and interests in and under the Contracts and the Related Security. The Servicer (so long as it is HDCC) will at all times apply the same standards and follow the same procedures with reasonable care and diligencerespect to the decision to commence litigation with respect to the Contracts, and in accordance prosecuting and litigating with respect to the Credit Contracts, as it applies and Collection Policies. The Servicer shall set aside, for the accounts of the Seller follows with respect to motorcycle conditional sales contracts and the Issuer, the amount of the Collections to promissory note and security agreements serviced by it which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection Policy, take such action as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments required under applicable laws, rules or regulations or the applicable Contractare not Contracts; provided, however, that: for that from and after the purposes of this AgreementTermination Date, (i) such action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator under this Agreement and (iii) if a Termination Event has occurred and is continuing and UGI or an Affiliate thereof is serving as the Servicer, UGI or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of the Issuer), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable Contract or to foreclose upon or repossess any Related Security; providedSecurity with respect thereto as directed by the Program Agent. In no event shall the Servicer be entitled to make the Program Agent, however, that no any Administrative Agent or any Lender a party to any litigation without such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesPerson's express prior written consent. (b) The Servicer shall apply all Collections to the Contracts owed by the applicable Obligors in a timely manner in accordance with the business practices of the Servicer as of the date of this Agreement unless mutually agreed otherwise with the Syndication Agents. In the event the Servicer receives any Collections or other proceeds of the Collateral, it shall set aside and hold in trust for the Borrower and the Secured Parties such Collections and other proceeds for application and remittance in accordance with Section 2.08(a), and it shall remit the same to the Collection Account to the extent required hereunder. (c) The Servicer shall, as soon as practicable following actual receipt of collected fundsreceipt, turn over to the Seller (or to the Originator Person entitled thereto collections in the case of payment due to a Reseller) the collections respect of any indebtedness that receivable which is not a Pool Receivable, Contract less, if UGI to the extent the Servicer performed any collection or an Affiliate thereof is not the Servicerenforcement actions which it was authorized by such Person to perform, all reasonable and appropriate out-of-out of pocket costs and expenses of such Servicer of servicing, incurred in collecting and administering enforcing such collectionsreceivable. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, 's authorization and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Business Day immediately after the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in fullFinal Collection Date. After such termination, if UGI HDCC or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller Borrower, all books, copies of records and related materials that the Seller Borrower previously provided to the Servicer, or that otherwise have been obtained by the Servicer, in connection with this Agreement. (d) The Servicer may, in accordance with the Collection Policy, extend the maturity of any Contract as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such extension shall not limit the rights of any Secured Party under this Agreement. The parties acknowledge that, in accordance with the Servicer's customary business practices as they relate to the management of its securitization facilities, the Servicer will recognize a given Contract as being a Defaulted Contract and thereupon mark xxx Outstanding Balance of such Contract to zero in its books and records. Such internal practices will not impair or diminish (i) the claim of the Borrower against the applicable Obligor for payment in full of such Contract, (ii) any right of the Borrower to realize any Recoveries subsequently made on any Contract so recorded or (iii) the obligation of the Servicer and the Borrower to remit in full to the Collection Account for application in accordance with Section 2.08 any and all such Recoveries. Notwithstanding anything to the contrary contained herein, during the existence of any Event of Termination, the Program Agent shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action with respect to any Contract or to foreclose upon or repossess any Related Security; provided, further, that the Servicer shall not release or waive the right to collect the Outstanding Balance of any Contract, except that, with respect to a Contract that has become a Defaulted Contract or has been written-off as uncollectible, the Servicer, consistent with its Collection Policy, may release or waive the right to collect the Outstanding Balance of such Contract in an effort to maximize collections thereon. (e) The Servicer shall hold in trust for the Borrower and the Secured Parties all Records that (i) evidence or relate to the Contracts, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Contracts and shall, as soon as practicable upon demand of any Administrative Agent or the Program Agent, during the existence of any Event of Termination, deliver or make available to the Program Agent all such Records, at a place selected by the Program Agent. (f) If the Servicer shall have repossessed a Motorcycle on behalf of the Program Agent for the benefit of the Secured Parties, the Servicer shall either (i) maintain at its expense physical damage insurance with respect to such Motorcycle, or (ii) indemnify the Program Agent against any damage to such Motorcycle prior to resale or other disposition. The Servicer shall not allow such repossessed Motorcycle to be used in an active trade or business, but rather shall dispose of the Motorcycle in a reasonable time in accordance with the Servicer's normal business practices. (g) The Servicer will be entitled to recover all reasonable out-of-pocket expenses incurred by it in liquidating a Contract and disposing of the related Motorcycle.

Appears in 2 contracts

Samples: Loan and Servicing Agreement (Harley Davidson Inc), Loan and Servicing Agreement (Harley Davidson Inc)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Secured Party, the amount of the Collections to which each such Secured Party is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Secured Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) Borrower the collections of any indebtedness that is not a Pool Receivable, less, if UGI Holdings or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Holdings or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 2 contracts

Samples: Receivables Financing Agreement (PRA Health Sciences, Inc.), Receivables Financing Agreement (PRA Health Sciences, Inc.)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI First Data or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 2 contracts

Samples: Receivables Financing Agreement (First Data Corp), Receivables Financing Agreement (First Data Corp)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a an Event of Termination Event has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Termination has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Ashland Inc.), Receivables Purchase Agreement (Ashland Global Holdings Inc)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy (or the current and historical practices of the applicable Originator if the Credit and Collection Policy has not been delivered pursuant to Section 8.01(cc)) and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections and Deemed Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy (or the current and historical practices of the applicable Originator if the Credit and Collection Policy has not been delivered pursuant to Section 8.01(cc)) and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy (or the current and historical practices of the applicable Originator if the Credit and Collection Policy has not been delivered pursuant to Section 8.01(cc)) or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if (x) a Termination Event has occurred and is continuing and UGI or an Affiliate thereof is serving as (y) the ServicerAdministrative Agent has delivered to the Servicer notice that such actions require the prior written consent of the Administrative Agent, UGI or such Affiliate the Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as reasonably practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) appropriate Person entitled thereto the collections of any indebtedness that is not a Pool Receivable, less, if UGI Rackspace US or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Rackspace US or an Affiliate thereof, shall, as soon as reasonably practicable upon written demand, deliver to the Seller appropriate Person entitled thereto all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 2 contracts

Samples: Receivables Financing Agreement (Rackspace Technology, Inc.), Receivables Financing Agreement (Rackspace Technology, Inc.)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Secured Party, the amount of the Collections to which each such Secured Party is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Secured Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) Borrower the collections of any indebtedness that is not a Pool Receivable, less, if UGI GDI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI GDI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 2 contracts

Samples: Receivables Financing Agreement (Ingersoll Rand Inc.), Receivables Financing Agreement (Gardner Denver Holdings, Inc.)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy. The Servicer shall set asideaside or hold in trust (or shall cause the Borrower to set aside or hold in trust), for the accounts of the Seller Borrower and the Issuereach Credit Party, the amount of the Collections it or its Affiliates receive to which the Borrower or each such Credit Party is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection Policy, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Borrower and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Credit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) Borrower the collections of any indebtedness that is not a Pool Receivable, less, if UGI EMO or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI EMO or an Affiliate thereof, shall, as soon as practicable upon written demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such terminationFinal Payout Date, if UGI EMO or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 2 contracts

Samples: Receivables Financing Agreement (EnLink Midstream, LLC), Receivables Financing Agreement (EnLink Midstream Partners, LP)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policies. The Servicer shall set aside, aside for the accounts of the Seller and the Issuer, Purchasers the amount of the Collections to which each is entitled in accordance with Article I. I hereof. The Servicer and the Originators may, in accordance with the applicable Credit and Collection Policy, take such action action, including modifications, waivers or restructurings of Pool Receivables and the related Contracts, as the Servicer and the Originators may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments permitted under the Credit and Collection Policy or required under applicable laws, rules or regulations or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of the Issuer any Purchaser, Purchaser Agent or the Administrator under this Agreement and (iii) if a Termination Event or an Unmatured Termination Event has occurred and is continuing and UGI FleetCor or an Affiliate thereof is serving as the Servicer, UGI FleetCor or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of the Issuer)Purchasers, in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrator (with the consent of the Majority Purchaser Agents) may direct the Servicer (whether the Servicer is UGI FleetCor or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI FleetCor or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI FleetCor or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the IssuerPurchaser Agents, each Purchaser, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI FleetCor or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 2 contracts

Samples: Receivables Purchase Agreement, Receivables Purchase Agreement (Fleetcor Technologies Inc)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the IssuerLender, the amount of the Collections to which each the Lender is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to (i) maximize Collections thereof or thereof, (ii) reflect adjustments (x) expressly permitted under the Credit and Collection Policy or (y) as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the IssuerLender), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) Borrower the collections of any indebtedness that is not a Pool Receivable, less, if UGI Waystar or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Waystar or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 2 contracts

Samples: Receivables Financing Agreement (Waystar Holding Corp.), Receivables Financing Agreement (Waystar Holding Corp.)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set asideidentify and hold in trust, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable (if such status is applicable to such Receivable prior to such action) or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Borrower and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) party entitled thereto the collections of any indebtedness that is not a Pool Receivable, less, if UGI NuStar or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI NuStar or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 2 contracts

Samples: Receivables Financing Agreement (NuStar Energy L.P.), Receivables Financing Agreement (NuStar Energy L.P.)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuer, each Credit Party the amount of the Collections it or its Affiliates actually receive to which each such Credit Party, as applicable, is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Credit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) Borrower the collections of any indebtedness that is not a Pool Receivable, less, if UGI Sylvamo North America or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Sylvamo North America or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials concerning the Pool Receivables that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 2 contracts

Samples: Receivables Financing Agreement (Sylvamo Corp), Receivables Financing Agreement (Sylvamo Corp)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy. The Servicer shall set aside, aside for the accounts of the Seller and the Issuer, each Purchaser Group the amount of the Collections to which each such Purchaser Group is entitled in accordance with Article I. The I hereof. Subject to the provisions of Section 1.4(e), the Servicer may, in accordance with the applicable Credit and Collection Policy, take such action extend, waive, amend or otherwise modify the terms of any Pool Receivable, or amend, waive or otherwise modify in any material respect any term or condition of any Contract related thereto, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action extension, waiver, amendment or other modification shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension, waiver, amendment or other modification shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator under this Agreement and (iiiii) if a Termination Event has occurred and is continuing and UGI TransDigm or an Affiliate thereof is serving as the Servicer, UGI TransDigm or such Affiliate may take such action only upon the prior written approval of the AdministratorAdministrator and the Majority Purchaser Agents. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of the Issuereach Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrator may or, at the direction of the Majority Purchaser Agents, shall direct the Servicer (whether the Servicer is UGI TransDigm or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in fullFinal Payout Date. After such termination, if UGI TransDigm or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (TransDigm Group INC)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policies. The Servicer shall set aside, for the accounts account of the Seller and the Issuereach Purchaser Group, the amount of the Collections to which each such Purchaser Group is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection Policy, take such action extend the maturity of any Pool Receivable (but not beyond 30 days) and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments permitted under the Credit and Collection Policy or as required under applicable laws, rules or regulations or the applicable Contract; provided, however, that: , for the purposes of this Agreement, : (i) such action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer Administrator or the Administrator any member of any Purchaser Group under this Agreement and (iii) if a Termination Event has occurred and is continuing and UGI Patriot or an Affiliate thereof is serving as the Servicer, UGI Patriot or such Affiliate may take make such action extension or adjustment only upon the prior approval of the AdministratorAdministrator (with the consent of the Majority Purchaser Agents). The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of the Issuereach Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is UGI Patriot or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI Patriot or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Patriot or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) the Facility Termination Date and Date, (ii) the date on which no Capital or Discount in respect of the Purchased Interest shall be outstanding, and (iii) the date the LC Participation Amount is cash collateralized in full and on which all amounts required to be paid to the IssuerPurchaser Agents, each Purchaser, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI Patriot or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Patriot Coal CORP)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Credit Party, the amount of the Collections to which each such Credit Party is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action actions, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Credit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) Borrower the collections for Borrower’s account of any indebtedness that is not a Pool Receivable, less, if UGI Volt or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Volt or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Financing Agreement (Volt Information Sciences, Inc.)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted delinquent Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a an Event of Termination Event has occurred and is continuing and UGI or neither the Parent nor an Affiliate thereof is serving as the ServicerServicer at such time, UGI or such Affiliate the Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Termination has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivablesdefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this AgreementFinal Payout Date.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Warner Bros. Discovery, Inc.)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such reasonable action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy. The Servicer shall set asideaside or hold in trust, for the accounts of the Seller and the Issuereach Credit Party, the amount of the Collections to which each such Credit Party is entitled in accordance with Article I. IV hereof. The Servicer maymay or may direct any Originator or Sub-Originator, as applicable, in accordance with the applicable Credit and Collection Policy, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Credit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable with respect to which the Obligor is in default of any of its payment obligations thereunder or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesReceivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) Borrower the collections of any indebtedness that is not a Pool Receivable, less, if UGI Covia or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Covia or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Financing Agreement (Covia Holdings Corp)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policies. The Servicer shall set aside, for the accounts account of the Seller and the Issuereach Purchaser Group, the amount of the Collections to which each such Purchaser Group is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection Policy, take such action as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments required under applicable laws, rules or regulations or the applicable Contract; provided, however, that: for the purposes of this Agreement, (i) such action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, Receivable and (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer Administrator or the Administrator any Purchaser Group under this Agreement and (iii) if a Termination Event has occurred and is continuing and UGI or an Affiliate thereof is serving as the Servicer, UGI or such Affiliate may take such action only upon the prior approval of the AdministratorAgreement. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of the Issuereach Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is UGI Greetings, AGSC, any Originator or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI Greetings, AGSC, any Originator or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Greetings, AGSC, any Originator or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) the Facility Termination Date Date, (ii) the date on which no Investment of or Discount in respect of the Purchased Interest shall be outstanding, (iii) the date on which an amount equal to 100% of the LC Amount has been deposited in the LC Collateral Account and (iiiv) the date on which all amounts required to be paid to the IssuerPurchaser Agents, each Purchaser, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI Greetings, AGSC, any Originator or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (American Greetings Corp)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection Policy, the Tariff, PURA or any PUCT requirements, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable lawsApplicable Laws (including the Tariff, rules PURA or regulations any PUCT requirements) or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to or invoice date of such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable, a Repurchased Qualified Defaulted Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether subject to any requirements or restrictions set forth in the Servicer is UGI Tariff, PURA or any other Personthe PUCT) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the applicable Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI Oncor or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Oncor or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller applicable Originator all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Financing Agreement (Oncor Electric Delivery Co LLC)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance 738967635 16499153 with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Secured Party, the amount of the Collections to which each such Secured Party is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Secured Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) Borrower the collections of any indebtedness that is not a Pool Receivable, less, if UGI Holdings or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Holdings or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Financing Agreement (PRA Health Sciences, Inc.)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesProcedures and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyProcedures and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Procedures or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate Security with respect to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool such Defaulted Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.. SECTION

Appears in 1 contract

Samples: Receivables Financing Agreement (Applied Industrial Technologies Inc)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policies; provided, however, that the Servicer may not extend the maturity or adjust the Outstanding Balance of any Pool Receivable, except for any Dilution as to which a deemed collection is received in accordance with Section 1.6 and as provided in the last sentence of this Section 4.2(a); it being understood that a write-off on the Seller’s books with respect to any Pool Receivable in accordance with the Credit and Collection Policy and without any reduction in the applicable Obligor’s legal obligation to make payments with respect thereto shall not itself constitute an adjustment in the Outstanding Balance of the applicable Pool Receivable. The Servicer shall set aside, for the accounts account of the Seller and the Issuereach Purchaser, the amount of the Collections to which each such Purchaser is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection Policy, take such action as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments required under applicable laws, rules or regulations or the applicable Contract; provided, however, that: for the purposes of this Agreement, (i) such action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator under this Agreement and (iii) if a Termination Event has occurred and is continuing and UGI or an Affiliate thereof is serving as the Servicer, UGI or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Purchaser), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI Amphenol Corporation or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of any such collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, less (if UGI Amphenol Corporation or an Affiliate thereof is not the Servicer), all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Amphenol Corporation or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuereach Purchaser, the Administrator Administrative Agent and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI Amphenol Corporation or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Amphenol Corp /De/)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators and the Sub-Originator. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators and the Sub-Originator, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that solely for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Issuer shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) appropriate Person entitled thereto the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, less all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereof, Servicer shall, as soon as practicable upon demand, deliver to the Seller appropriate Person entitled thereto all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date Final Payout date, unless the Issuer and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationotherwise agree, the Servicer shall promptly deliver to the Seller Issuer all books, records and related materials that the Seller Issuer previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Note Purchase Agreement (Mallinckrodt PLC)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesGuidelines. The Servicer shall set aside, for the accounts Each of the Seller Debtor and the IssuerSecured Parties hereby appoints as its agent the Servicer, from time to time designated pursuant to Section 4.1, to enforce its respective rights and interests in and under the Collateral. So long as no Termination Event shall have occurred, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, unless otherwise required by law, in accordance with the applicable Credit and Collection PolicyGuidelines, take such action extend the maturity of Receivables, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments required under applicable laws, rules or regulations or the applicable Contract; provided, however, that: thereof. The Servicer shall hold in trust for the purposes of this Agreement, (i) such action shall not change the number of days such Pool Receivable has remained unpaid from the date Secured Parties all records which evidence or relate to all or any part of the original due date related to such Pool ReceivableCollateral. In the event that a successor Servicer is appointed, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator under this Agreement and (iii) if a Termination Event has occurred and is continuing and UGI or an Affiliate thereof is serving as the Servicer, UGI or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller outgoing Servicer shall deliver to the successor Servicer and the successor Servicer shall hold in trust for the benefit Debtor and the Secured Parties all records which evidence or relate to all or any part of the Seller and the Administrator (individually and for the benefit of the Issuer), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesCollateral. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (If UAC or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate affiliate thereof is not the Servicer, all reasonable the Collateral Agent, with the consent of the Surety Bond Provider and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collectionsthe Agent may revise the percentage used to calculate the Servicing Fee so long as the revised percentage will not result in a Servicing Fee that exceeds 1.50% per annum. The Servicer, if other than UGI or an Affiliate thereofUAC, shall, shall as soon as practicable upon demand, deliver to the Seller Debtor all records in its possession that which evidence or relate to any indebtedness that of an Obligor which is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Security Agreement (Union Acceptance Corp)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement, the Loan and Security Agreement and the Purchase, Sale and Contribution Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policies. The Servicer shall set aside, for the accounts of the Seller and the Issuer, the amount of cause the Collections to which each is entitled be deposited in accordance with Article I. The Servicer may, the Cash Management Accounts in accordance with the applicable Credit Loan and Collection Policy, take such action as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments required under applicable laws, rules or regulations or the applicable Contract; provided, however, that: for the purposes of this Security Agreement, (i) such action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator under this Agreement and (iii) if a Termination Event has occurred and is continuing and UGI or an Affiliate thereof is serving as the Servicer, UGI or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller Company shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller Company and the Administrator Agent (individually and for the benefit of the IssuerLenders and individually), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator Agent may direct the Servicer (whether the Servicer is UGI Xxxxxx Xxxxxxx or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; providedPROVIDED, howeverHOWEVER, that no such direction may be given unless either: (A) a Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivablesand is continuing. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) Company the collections of any indebtedness that is not a Pool Receivable, less, if UGI Xxxxxx Xxxxxxx or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Xxxxxx Xxxxxxx or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller Company all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s 's obligations hereunder shall terminate on the later of: (i) the Facility Termination Date date on which the Loan and Security Agreement has been terminated and the Obligations thereunder have been paid in full and (ii) the date on which all amounts required to be paid to the IssuerLenders, the Administrator Agent and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, the Servicer, if UGI Xxxxxx Xxxxxxx or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller Company all books, records and related materials that the Seller Company previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Servicing Agreement (Foster Wheeler LTD)

Duties of the Servicer. (ai) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to or invoice date of such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (bii) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) Borrower the collections of any indebtedness that is not a Pool Receivable, less, if UGI Xxxxxxx or an Affiliate thereof is not the Servicer, all reasonable and 757913495 20643426 76 appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Xxxxxxx or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (ciii) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Financing Agreement (Traeger, Inc.)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a an Event of Termination Event has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Termination has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Synchronoss Technologies Inc)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a an Event of Termination Event has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Termination has occurred and is continuing, the Administrator Administrative 751200428 16518096 Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout date, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (DXC Technology Co)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Credit Party, the amount of the Collections to which each such Credit Party is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice and/or due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Credit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as reasonably practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) Borrower the collections of any indebtedness that is not a Pool Receivable, less, if UGI Davey Tree or an Affiliate thereof is not the Servicer, all reasonable and appropriate out---of---pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Davey Tree or an Affiliate thereof, shall, as soon as reasonably practicable upon written demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Financing Agreement (Davey Tree Expert Co)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Credit Party, the amount of the Collections to which each such Credit Party is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract, including adjustment of any payment terms with respect to any Payment Upon Final Delivery Contracts; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Credit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) Defaulted Receivable. The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) Borrower the collections of any indebtedness that is not a Pool Receivable, less, if UGI CMA or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI CMA or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) . The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Financing Agreement (Compass Minerals International Inc)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policies. The Servicer shall set aside, aside for the accounts of the Seller and the Issuer, Issuer the amount of the Collections to which each is entitled in accordance with Article I. I hereof. The Servicer and the Originators may, in accordance with the applicable Credit and Collection Policy, take such action action, including modifications, waivers or restructurings of Pool Receivables and the related Contracts, as the Servicer and the Originators may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments permitted under the Credit and Collection Policy or required under applicable laws, rules or regulations or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of the Issuer or the Administrator under this Agreement and (iii) if a Termination Event or an Unmatured Termination Event has occurred and is continuing and UGI Eagle Materials or an Affiliate thereof is serving as the Servicer, UGI Eagle Materials or such Affiliate may take such action only upon the prior approval of the AdministratorAdministrator or without such prior approval to the extent such action is required by applicable laws, rules or regulations. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of the Issuer), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is UGI Eagle Materials or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event or Unmatured Termination Event has occurred and is continuing or (B) the Administrator reasonably believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI Eagle Materials or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Eagle Materials or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s 's obligations hereunder shall terminate on the later of: (i) latest of the Facility Termination Date and (ii) Date, the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstanding or the date all other amounts required to be paid owed by the Seller under the Agreement to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been be paid in full. After such termination, if UGI Eagle Materials or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Eagle Materials Inc)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action actions as may be reasonably it deems necessary or advisable to administer collect all amounts due and collect related to each Pool Receivable Contract from time to time, all in accordance with this Agreement and all applicable laws, rules tariffs, rules, regulations and regulationsthe Collection Policy. Each of the Borrower, each Lender, each Administrative Agent and the Program Agent hereby appoints as its agent the Servicer, from time to time designated pursuant to Section 6.01, to enforce its respective rights and interests in and under the Contracts and the Related Security. The Servicer (so long as it is HDCC) will at all times apply the same standards and follow the same procedures with reasonable care and diligencerespect to the decision to commence litigation with respect to the Contracts, and in accordance prosecuting and litigating with respect to the Credit Contracts, as it applies and Collection Policies. The Servicer shall set aside, for the accounts of the Seller follows with respect to motorcycle conditional sales contracts and the Issuer, the amount of the Collections to promissory note and security agreements serviced by it which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection Policy, take such action as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments required under applicable laws, rules or regulations or the applicable Contractare not Contracts; provided, however, that: for that from and after the purposes of this AgreementTermination Date, (i) such action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator under this Agreement and (iii) if a Termination Event has occurred and is continuing and UGI or an Affiliate thereof is serving as the Servicer, UGI or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of the Issuer), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable Contract or to foreclose upon or repossess any Related Security; providedSecurity with respect thereto as directed by the Program Agent. In no event shall the Servicer be entitled to make the Program Agent, however, that no any Administrative Agent or any Lender a party to any litigation without such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesPerson’s express prior written consent. (b) The Servicer shall apply all Collections to the Contracts owed by the applicable Obligors in a timely manner in accordance with the business practices of the Servicer as of the date of this Agreement unless mutually agreed otherwise with the Syndication Agents. In the event the Servicer receives any Collections or other proceeds of the Collateral, it shall set aside and hold in trust for the Borrower and the Secured Parties such Collections and other proceeds for application and remittance in accordance with Section 2.08(a), and it shall remit the same to the Collection Account to the extent required hereunder. (c) The Servicer shall, as soon as practicable following actual receipt of collected fundsreceipt, turn over to the Seller (or to the Originator Person entitled thereto collections in the case of payment due to a Reseller) the collections respect of any indebtedness that receivable which is not a Pool Receivable, Contract less, if UGI to the extent the Servicer performed any collection or an Affiliate thereof is not the Servicerenforcement actions which it was authorized by such Person to perform, all reasonable and appropriate out-of-out of pocket costs and expenses of such Servicer of servicing, incurred in collecting and administering enforcing such collectionsreceivable. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, ’s authorization and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Business Day immediately after the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in fullFinal Collection Date. After such termination, if UGI HDCC or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller Borrower, all books, copies of records and related materials that the Seller Borrower previously provided to the Servicer, or that otherwise have been obtained by the Servicer, in connection with this Agreement. (d) The Servicer may, in accordance with the Collection Policy, extend the maturity of any Contract as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such extension shall not limit the rights of any Secured Party under this Agreement. The parties acknowledge that, in accordance with the Servicer’s customary business practices as they relate to the management of its securitization facilities, the Servicer will recognize a given Contract as being a Defaulted Contract and thereupon xxxx the Outstanding Balance of such Contract to zero in its books and records. Such internal practices will not impair or diminish (i) the claim of the Borrower against the applicable Obligor for payment in full of such Contract, (ii) any right of the Borrower to realize any Recoveries subsequently made on any Contract so recorded or (iii) the obligation of the Servicer and the Borrower to remit in full to the Collection Account for application in accordance with Section 2.08 any and all such Recoveries. Notwithstanding anything to the contrary contained herein, during the existence of any Event of Termination, the Program Agent shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action with respect to any Contract or to foreclose upon or repossess any Related Security; provided, further, that the Servicer shall not release or waive the right to collect the Outstanding Balance of any Contract, except that, with respect to a Contract that has become a Defaulted Contract or has been written-off as uncollectible, the Servicer, consistent with its Collection Policy, may release or waive the right to collect the Outstanding Balance of such Contract in an effort to maximize collections thereon. (e) The Servicer shall hold in trust for the Borrower and the Secured Parties all Records that (i) evidence or relate to the Contracts, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Contracts and shall, as soon as practicable upon demand of any Administrative Agent or the Program Agent, during the existence of any Event of Termination, deliver or make available to the Program Agent all such Records, at a place selected by the Program Agent. (f) If the Servicer shall have repossessed a Motorcycle on behalf of the Program Agent for the benefit of the Secured Parties, the Servicer shall either (i) maintain at its expense physical damage insurance with respect to such Motorcycle, or (ii) indemnify the Program Agent against any damage to such Motorcycle prior to resale or other disposition. The Servicer shall not allow such repossessed Motorcycle to be used in an active trade or business, but rather shall dispose of the Motorcycle in a reasonable time in accordance with the Servicer’s normal business practices. (g) The Servicer will be entitled to recover all reasonable out-of-pocket expenses incurred by it in liquidating a Contract and disposing of the related Motorcycle.

Appears in 1 contract

Samples: Loan and Servicing Agreement (Harley Davidson Inc)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Credit Party, the amount of the Collections to which each such Credit Party is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Credit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) Borrower the collections of any indebtedness or other obligation that is not a Pool Receivable, less, if UGI QINC or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI QINC or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness or other obligation that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness or other obligation that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Financing Agreement (Quintiles Transnational Holdings Inc.)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Credit Party, the amount of the Collections it or its Affiliates actually receive to which each such Credit Party is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Credit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer Servicer, if other than Aveanna Healthcare LLC or an Affiliate thereof, shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) Borrower the collections of any indebtedness that is not a Pool Receivable, less, if UGI Aveanna Healthcare LLC or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The 143 755287315 21689858 Servicer, if other than UGI Aveanna Healthcare LLC or an Affiliate thereof, shall, as 755287315 21689858 soon as practicable upon demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Financing Agreement (Aveanna Healthcare Holdings, Inc.)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) Borrower the collections of any indebtedness that is not a Pool Receivable, less, if UGI Foresight or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Foresight or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Financing Agreement (Foresight Energy LP)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Credit Party, the amount of the Collections to which each such Credit Party is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice and/or due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Credit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as reasonably practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) Borrower the collections of any indebtedness that is not a Pool Receivable, less, if UGI Davey Tree or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket out‑of‑pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Davey Tree or an Affiliate thereof, shall, as soon as reasonably practicable upon written demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Financing Agreement (Davey Tree Expert Co)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Credit Party, the amount of the Collections to which each such Credit Party is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Credit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) Borrower the collections for Borrower’s account of any indebtedness that is not a Pool Receivable, less, if UGI Alliance or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Alliance or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.. ​ ​ ​

Appears in 1 contract

Samples: Receivables Financing Agreement (Alliance Resource Partners Lp)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsLaws in all material respects, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy in all material respects. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Purchaser Party, the amount of the Collections it or its Affiliates actually receive to which each such Purchaser Party is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection Policy, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document in any material respect and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Purchaser Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI Centuri Group or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Centuri Group or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Centuri Holdings, Inc.)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and 760715600 23750643 Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement and or any other Transaction Document, (iii) the Servicer may not modify, waive, restructure or adjust any Pool Receivable or any related Contract in any material respect if any Borrowing Base Deficit exists or shall exist after giving effect thereto, (iv) unless a Deemed Collection payment is made in accordance with Section 3.01(d) with respect to such Pool Receivable, the Servicer shall not extend the due date of any Pool Receivable more than once or extend the due date of any Pool Receivable to a date more than thirty (30) days after the original due date thereof and (v) if an Event of Termination Event has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including Records, computer tapes or and disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Termination has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) Person entitled thereto, the collections of any indebtedness that is not a Pool Receivable, less, if UGI Agiliti or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Agiliti or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Financing Agreement (Agiliti, Inc. \De)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to service, administer and collect each Pool Receivable from time to time, all (i) in accordance with this Agreement and all applicable laws, rules and regulations, (ii) with reasonable care and diligence, and (iii) in accordance with the Credit and Collection PoliciesPolicies (to the extent consistent with Applicable Law). The Servicer shall set aside, for the accounts account of the Seller and the Issuereach Purchaser, the amount of the Collections to which each such Purchaser is entitled in accordance with Article I. The Servicer may, may extend or adjust the terms or Maturity of any Pool Receivable as set forth in accordance with the applicable Credit and Collection Policy, take such action as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments required under applicable laws, rules or regulations or the applicable Contractclause 2(g) of Exhibit IV; provided, however, that: , for the purposes of this Agreement, (i) such action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, and (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer Administrative Agent or the Administrator any Purchaser under this Agreement and (iii) if a Termination Event has occurred and is continuing and UGI or an Affiliate thereof is serving as the Servicer, UGI or with respect to such Affiliate may take such action only upon the prior approval of the AdministratorPool Receivable. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuer), in accordance with their respective interests, each Purchaser) all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI Xxxxxxxxx or any other Person) (x) during the occurrence of a Termination Event, to commence or settle any legal action action, and (y) at any other time (including, for the avoidance of doubt, during the occurrence of an Incipient Termination Event that is not a Termination Event), to take any commercially reasonable action, in each case to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, less all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Xxxxxxxxx or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later latest of: (i) the Facility Termination Date and Date, (ii) the date on which no Capital or Discount in respect of the Purchaser’s Interest shall be outstanding, (iii) the date the LC Participation Adjusted Amount is reduced to zero and (iv) the date on which all other amounts required to be paid to the Issuereach Purchaser, the Administrator Administrative Agent and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement and Purchase and Sale Agreement (Armstrong World Industries Inc)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Credit Party, the amount of the Collections to which each such Credit Party is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as the Servicer, UGI or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of the Issuer), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables.730866389 18569090 78 (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Financing Agreement (Syneos Health, Inc.)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Credit Party, the amount of the Collections to which each such Credit Party is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract, including adjustment of any payment terms with respect to any Payment Upon Final Delivery Contracts; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event 76 of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Credit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) Borrower the collections of any indebtedness that is not a Pool Receivable, less, if UGI CMA or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI CMA or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Financing Agreement (Compass Minerals International Inc)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action actions as may be reasonably it deems necessary or advisable to administer and collect each Pool Receivable from time to time, and shall perform its duties hereunder, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, diligence and otherwise in accordance with applicable laws, tariffs, rules, regulations, the Credit and Collection PoliciesPolicy and the terms of this Agreement. Each of the Borrower, each Lender, each Liquidity Provider, each Managing Agent and the Administrative Agent hereby appoints as its agent the Servicer, from time to time designated pursuant to Section 6.01, to enforce its respective rights and interests in and under the Receivables and the Related Security. The Servicer shall set aside(so long as it is Xxxxxx) will at all times apply the same standards and follow the same procedures with respect to the decision to commence litigation with respect to the Receivables, for the and in prosecuting and litigating with respect to Receivables, as it applies and follows with respect to trade accounts of the Seller and the Issuer, the amount of the Collections to receivable serviced by it which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection Policy, take such action as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments required under applicable laws, rules or regulations or the applicable Contractare not Receivables; provided, however, that: for that from and after the purposes of this AgreementTermination Date, (i) such action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator under this Agreement and (iii) if a Termination Event has occurred and is continuing and UGI or an Affiliate thereof is serving as the Servicer, UGI or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of the Issuer), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Defaulted Receivable or to foreclose upon or repossess any Related Security with respect thereto as directed by the Administrative Agent. In no event shall the Servicer be entitled to make the Administrative Agent, any Managing Agent, any Lender or any Liquidity Provider a party to any litigation without such Person’s express prior written consent. (b) The Servicer shall apply all Collections to the Receivables owed by the applicable Obligors in a timely manner in accordance with the business practices of the related Originator in existence as of the Restatement Effective Date. In the event the Servicer receives any Collections or other proceeds of the Collateral, it shall set aside and hold in trust for the Borrower and the Secured Parties such Collections and other proceeds for application and remittance in accordance with Section 2.06 or 2.07, as applicable, and it shall remit the same to the Collection Account to the extent required hereunder. The Servicer shall, upon the request of any Managing Agent, segregate, in a manner acceptable to such Managing Agent, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or Borrower prior to the remittance thereof in accordance with Article II. If the Servicer shall be required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit into the Collection Account such allocable share of Collections of Receivables set aside for the Secured Parties on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer. (c) The Servicer shall, as soon as practicable following receipt, turn over to the Person entitled thereto collections in respect of any receivable which is not a Receivable less, to the extent the Servicer performed any collection or enforcement actions which it was authorized by such Person to perform, all reasonable and appropriate out of pocket costs and expenses of such Servicer incurred in collecting and enforcing such receivable. (d) The Servicer may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer 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 Defaulted Receivable or limit the rights of any Secured Party under this Agreement. Notwithstanding anything to the contrary contained herein, during the existence of any Event of Termination, the Managing Agents shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (be) The Servicer shall hold in trust for Borrower and the Secured Parties 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 any Managing Agent or the Administrative Agent, during the existence of any Event of Termination, deliver or make available to the Administrative Agent all such Records, at a place selected by the Administrative Agent. The Servicer shall, as soon as practicable following actual receipt of collected funds, thereof turn over to Borrower any cash collections or other cash proceeds received with respect to Indebtedness not constituting Receivables. The Servicer shall, from time to time at the Seller (or request of any Lender, furnish to the Originator Lenders (promptly after any such request) a calculation of the amounts set aside for the Lenders pursuant to Article II. (f) Any payment by an Obligor in the case of payment due to a Reseller) the collections respect of any indebtedness that is not owed by it to any Originator or Borrower shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses Collection of any Receivable of such Servicer of servicing, collecting and administering Obligor (starting with the oldest such collections. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver Receivable) to the Seller all records in its possession that evidence or relate extent of any amounts then due and payable thereunder before being applied to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence other receivable or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date obligation of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this AgreementObligor.

Appears in 1 contract

Samples: Loan and Servicing Agreement (Newell Rubbermaid Inc)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable appropriate to service and administer and collect the collection of each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with commercially reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy in a manner consistent in all material respects with the past practices of the Originators (after taking into consideration the transactions contemplated by the Transaction Documents). The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with this Agreement and the other Transaction Documents to which it is a party, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or thereof, reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable ContractContract or in a manner that does not adversely affect the Pool Receivables or Collections thereon; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator under this Agreement and (iii) if a Termination Event has occurred and is continuing and UGI continuing, the Servicer may modify, waive or an Affiliate thereof is serving as the Servicer, UGI restructure a Pool Receivable (or such Affiliate may take such action reflect any related adjustments) only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold in trust for the benefit of the Seller Borrower and the Administrator (individually and for the benefit of the Issuer), in accordance with their respective interests, Secured Parties all records and documents (including computer tapes or disks) with respect that relate to each the Pool ReceivableReceivables. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall survive until, and terminate on the later of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issueron, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this AgreementFinal Payout Date.

Appears in 1 contract

Samples: Receivables Financing Agreement (NCR Corp)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsLaws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Servicer. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Purchaser Party, the amount of the Collections it or its Affiliates actually receive to which each such Purchaser Party is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Purchaser Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI Rackspace or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Rackspace or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.,

Appears in 1 contract

Samples: Receivables Purchase Agreement (Rackspace Technology, Inc.)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators and the Sub-Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators and the Sub-Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that solely for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Issuer shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) appropriate Person entitled thereto the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, less all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereof, Servicer shall, as soon as practicable upon demand, deliver to the Seller appropriate Person entitled thereto all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date Final Payout date, unless the Issuer and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationotherwise agree, the Servicer shall promptly deliver to the Seller Issuer all books, records and related materials that the Seller Issuer previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Note Purchase Agreement (Mallinckrodt PLC)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policies. The Servicer shall set aside, aside for the accounts of the Seller and the Issuer, Purchasers the amount of the Collections to which each is entitled in accordance with Article I. I hereof. The Servicer Servicer, the Originators and the Sub-Originators may, in accordance with the applicable Credit and Collection Policy, take such action action, including modifications, waivers or restructurings of Pool Receivables and the related Contracts, as the Servicer Servicer, the Originators and the Sub-Originators may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments permitted under the Credit and Collection Policy or required under applicable laws, rules or regulations or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of the Issuer any Purchaser, Purchaser Agent or the Administrator under this Agreement and (iii) if a Termination Event or an Unmatured Termination Event has occurred and is continuing and UGI FleetCor or an Affiliate thereof is serving as the Servicer, UGI FleetCor or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of the Issuer)Purchasers, in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary -27- contained herein, if a Termination Event has occurred and is continuing, the Administrator (with the consent of the Majority Purchaser Agents) may direct the Servicer (whether the Servicer is UGI FleetCor or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI FleetCor or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI FleetCor or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the IssuerPurchaser Agents, each Purchaser, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI FleetCor or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Fleetcor Technologies Inc)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsLaws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Purchaser Party, the amount of the Collections it or its Affiliates actually receive to which each such Purchaser Party is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Purchaser Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI Fortrea or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Fortrea or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Fortrea Holdings Inc.)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Law, with reasonable care and diligence, and in accordance with the Credit and Collection Policies. The Servicer shall set aside, for the accounts of the Seller and the IssuerPurchasers, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection Policy, take such action action, including modifications, waivers or restructurings of Pool Receivables and the related Contracts as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments permitted under the Credit and Collection Policy or required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, Agreement (i) such action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of any of the Issuer Purchasers, Purchaser Agents or the Administrator under this Agreement or any other Transaction Document and (iii) if a Termination Event has occurred and is continuing and UGI Arch Sales or an Affiliate thereof is serving as the Servicer, UGI Arch Sales or such Affiliate may take such action only upon the prior written approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of the IssuerPurchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrator may direct the Servicer (whether the Servicer is UGI Arch Sales or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables.. 729565239 15494375 29 (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI Arch Sales or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Arch Sales or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in fullFinal Payout Date. After such termination, if UGI Arch Sales or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Arch Coal Inc)

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Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy. The Servicer shall set aside, aside for the accounts of the Seller and the Issuer, each Purchaser Group the amount of the Collections to which each such Purchaser Group is entitled in accordance with Article I. The I hereof. Subject to the provisions of Section 1.4(e), the Servicer may, in accordance with the applicable Credit and Collection Policy, take such action extend, waive, amend or otherwise modify the terms of any Pool Receivable, or amend, waive or otherwise modify in any material respect any term or condition of any Contract related thereto, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action extension, waiver, amendment or other modification shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action extension, waiver, amendment or other modification shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator under this Agreement and (iiiii) if a Termination Event has occurred and is continuing and UGI TransDigm or an Affiliate thereof is serving as the Servicer, UGI TransDigm or such Affiliate may take such action only upon the prior written approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of the Issuereach Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrator may direct the Servicer (whether the Servicer is UGI TransDigm or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in fullFinal Payout Date. After such termination, if UGI TransDigm or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (TransDigm Group INC)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesProcedures and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyProcedures and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Procedures or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) Borrower the collections of any indebtedness that is not a Pool Receivable, less, if UGI Integra Sales or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Integra Sales or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Financing Agreement (Integra Lifesciences Holdings Corp)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action actions as may be reasonably it deems necessary or advisable to administer and collect each Pool Transferred Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy. Each of the Seller, each Purchaser, each Liquidity Provider, each Managing Agent and the Program Agent hereby appoints as its agent the Servicer, from time to time designated pursuant to Section 6.01, to enforce its respective rights and interests in and under the Transferred Receivables and the Related Security. The Servicer shall set aside, for (so long as it is AWS Nevada) will at all times apply the accounts of same standards and follow the Seller and the Issuer, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection Policy, take such action as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments required under applicable laws, rules or regulations or the applicable Contract; provided, however, that: for the purposes of this Agreement, (i) such action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator under this Agreement and (iii) if a Termination Event has occurred and is continuing and UGI or an Affiliate thereof is serving as the Servicer, UGI or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of the Issuer), in accordance with their respective interests, all records and documents (including computer tapes or disks) same procedures with respect to each Pool Receivable. Notwithstanding anything the decision to commence litigation with respect to the contrary contained hereinTransferred Receivables, the Administrator may direct and in prosecuting and litigating with respect to Transferred Receivables, as it applies and follows with respect to accounts receivable which are not Transferred Receivables. In no event shall the Servicer (whether be entitled to make the Servicer is UGI Program Agent, any Managing Agent, any Purchaser or any other Liquidity Provider a party to any litigation without the such Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables's express prior written consent. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over shall notify all Obligors to make payments with respect to the Seller (or Receivables Assets solely to a Lock-Box Account. The Servicer shall apply all Collections to the Originator Transferred Receivables owed by the applicable Obligors in a timely manner in accordance with its business practices in existence as of the case date hereof. In the event the Servicer receives any Collections or other proceeds of payment due to a Reseller) the collections Receivables Assets, it shall hold such Collections and other proceeds on behalf of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records for application and remittance in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection accordance with this Agreement.Section

Appears in 1 contract

Samples: Receivables Purchase Agreement (At&t Wireless Services Inc)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policies. The Servicer shall set aside, for the accounts of the Seller and the IssuerPurchasers, the amount of the Collections to which each is entitled in accordance with Article I. If instructed by the Agent, the Servicer shall segregate and deposit with the Agent the amount of Collections to which the Agent is entitled pursuant to Article I hereof. The Servicer may, in accordance with the applicable Credit and Collection Policy, take such action extend the maturity of any Pool Receivable and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable, in each case, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments required under applicable laws, rules or regulations or the applicable Contractthereof; provided, however, that: for the purposes of this Agreement, (i) such action extension shall not change the number of days such Pool Receivable has remained unpaid from the date of the original due invoice date related to such Pool Receivable, (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer Purchasers or the Administrator Agent under this Agreement and (iii) if a Termination Event has occurred and is continuing and UGI AAR or an Affiliate thereof is serving as the Servicer, UGI AAR or such Affiliate may take make such action extension or adjustment only upon the prior approval of the AdministratorAgent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Agent (individually and for the benefit of the IssuerPurchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, after a Termination Event, the Administrator Agent may direct the Servicer (whether the Servicer is UGI AAR or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. At the request of the Servicer, the Seller shall, and shall cause each Originator to, deliver to the Servicer, and the Servicer shall hold in trust for the Seller, the Agent and each Purchaser in accordance with their respective interests, all Records with respect to the each Receivable; providedit being agreed that until that time, howeverAAR and each Originator shall be deemed to be holding all such Records in trust for the Seller, that no such direction may be given unless either: (A) the Agent and each Purchaser. Notwithstanding anything contained to the contrary herein or in any of the other Transaction Documents, upon the occurrence and during the continuance of a Termination Event has occurred or (B) an Unmatured Termination Event, the Administrator believes in good faith that Agent, for the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion benefit of the Pool ReceivablesPurchasers, shall have the absolute and unlimited right to direct the Servicer (whether the Servicer is AAR, an Affiliate thereof or any other Person) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Related Security. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI AAR or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI AAR or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the IssuerPurchasers, the Administrator Agent and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI AAR or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement. (d) Notwithstanding anything contained herein to the contrary, the Servicer, if not AAR or an Affiliate thereof, shall have no obligation to collect, enforce or take any other action described in this Article IV with respect to any indebtedness that is not a Pool Receivable or Pool Asset hereunder, other than to deliver the same, and any Collections or Records relating thereto, to the Seller as set forth above.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Aar Corp)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policies. The Servicer shall set aside, for the accounts account of the Seller and the Issuereach Purchaser Group, the amount of the Collections to which each such Purchaser Group is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection Policy, take such action as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments required under applicable laws, rules or regulations or the applicable Contract; provided, however, that: for the purposes of this Agreement, (i) such action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer Administrator or the Administrator any Purchaser Group under this Agreement and (iii) if a Termination Event has occurred and is continuing and UGI York or an Affiliate thereof is serving as the Servicer, UGI York or such Affiliate may take such action only upon the prior approval of the AdministratorAdministrator (with the consent of the Majority Purchasers). The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of the Issuereach Purchaser Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is UGI York or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI York or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI York or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s 's obligations hereunder shall terminate on the later of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the IssuerPurchaser Agents, each Purchaser, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI York or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (York International Corp /De/)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection Policy, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination Event Servicer Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if a Servicer Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Newell Brands Inc.)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as reasonably practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) appropriate Person entitled thereto the collections of any indebtedness that is not a Pool Receivable, less, if UGI Zebra or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket out‑of‑pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Zebra or an Affiliate thereof, shall, as soon as reasonably practicable upon written demand, deliver to the Seller appropriate Person entitled thereto all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Financing Agreement (Zebra Technologies Corp)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Credit Party, the amount of the Collections it or its Affiliates actually receive to which each such Credit Party is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Credit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate Security with respect to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool such Defaulted Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Financing Agreement (Aveanna Healthcare Holdings, Inc.)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, in all material respects in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in all material respects in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Credit Party, the amount of the Collections to which each such Credit Party is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Credit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as reasonably practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) appropriate Person entitled thereto the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof of Parent is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereofof Parent, shall, as soon as reasonably practicable upon written demand, deliver to the Seller appropriate Person entitled thereto all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Financing Agreement (Exact Sciences Corp)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsLaws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside (or shall cause the SPE to set aside), for the accounts of the Seller and the Issuereach Purchaser/Lender Party, the amount of the Collections it or its Affiliates actually receive to which each such Purchaser/Lender Party is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts (including extending the maturity of any Pool Receivable and extending the maturity or adjusting the Outstanding Balance of any Defaulted Receivable), as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, upon notice from the ServicerAdministrative Agent that it wants consent rights over such actions, UGI or such Affiliate the Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller SPE shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Purchaser/Lender Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer (or upon the Administrative Agent exercising control over any Collection Account or the establishment of any Cash Dominion Administration Account, the Administrative Agent) shall, as soon as reasonably practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) party entitled thereto the collections of any indebtedness that is not a Pool Receivable, less, if UGI P66 Company or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI P66 Company or an Affiliate thereof, shall, as soon as reasonably practicable upon written demand, deliver to the Seller SPE all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller SPE all books, records and related materials that the Seller SPE previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase and Financing Agreement (Phillips 66)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesProcedures and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyProcedures and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Procedures or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate Security with respect to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool such Defaulted Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Financing Agreement (Integra Lifesciences Holdings Corp)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a an Event of Termination Event has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Termination has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool 748740795 18564151 Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Ashland Inc.)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to administer collect all amounts due under the Loans and collect each Pool Receivable Contracts from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policies. The Servicer shall set aside, for the accounts of the Seller Guidelines and the IssuerCollection Guidelines, it being understood that there shall be no recourse to the Servicer with regard to the Loans and Contracts except as otherwise provided herein and in the other Transaction Documents. So long as no Termination Event shall have occurred, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, unless otherwise required by law, in accordance with the applicable Credit Guidelines, extend the maturity of Loans and Collection PolicyContracts, take such action as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments required under applicable laws, rules or regulations or the applicable Contract; provided, however, that: thereof. The Servicer shall hold in trust for the purposes of this Agreement, (i) such action shall not change the number of days such Pool Receivable has remained unpaid from the date Secured Parties all records which evidence or relate to all or any part of the original due date related to such Pool ReceivableCollateral. In the event that a Successor Servicer is appointed, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator under this Agreement and (iii) if a Termination Event has occurred and is continuing and UGI or an Affiliate thereof is serving as the Servicer, UGI or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller outgoing Servicer shall deliver to the Successor Servicer and the Successor Servicer shall hold in trust for the benefit Debtor and the Secured Parties all records which evidence or relate to all or any part of the Seller and the Administrator (individually and for the benefit of the Issuer), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesCollateral. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereofCAC, shall, shall as soon as practicable upon demand, deliver to the Seller Debtor all records in its possession that which evidence or relate to any indebtedness that of an Obligor which is not a Pool Receivable, and copies of records in its possession that evidence Loan or relate to any indebtedness that is a Pool ReceivableContract. (c) The Servicer’s Servicer shall deposit all Collections into the Collection Account no later than two (2) Business Days after the Date of Processing. (d) In addition to the obligations hereunder of the Servicer under this Agreement, the Servicer shall terminate perform all of its obligations under the Security Agreement and any other Transaction Document to which it is a party. (e) The Servicer shall indemnify the Collateral Agent and the Secured Parties, their officers, directors, employees and agents for, and hold them harmless against any loss, liability or expense incurred without willful misconduct, gross negligence or bad faith on the later of: their part, arising out of or in connection with (i) this Agreement, including the Facility Termination Date costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement and (ii) the date on which all amounts required to be paid to the Issuernegligence, the Administrator and any other Indemnified Party willful misconduct or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not bad faith of the Servicer on in the date performance of such termination, its duties hereunder. The provisions of this Section 2.2(e) shall survive the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with termination of this Agreement.

Appears in 1 contract

Samples: Servicing Agreement (Credit Acceptance Corporation)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to service, administer and collect each Pool Receivable from time to time, all (i) in accordance with this Agreement and all applicable laws, rules and regulations, (ii) with reasonable care and diligence, and (iii) in accordance with the Credit and Collection PoliciesPolicies (to the extent consistent with Applicable Law). The Servicer shall set aside, for the accounts account of the Seller and the Issuereach Purchaser, the amount of the Collections to which each such Purchaser is entitled in accordance with Article I. The Servicer may, may extend or adjust the terms or Maturity of any Pool Receivable as set forth in accordance with the applicable Credit and Collection Policy, take such action as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments required under applicable laws, rules or regulations or the applicable Contractclause 2(g) of Exhibit IV; provided, however, that: , for the purposes of this Agreement, (i) such action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, and (ii) such action extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer Administrative Agent or the Administrator any Purchaser under this Agreement and (iii) if a Termination Event has occurred and is continuing and UGI or an Affiliate thereof is serving as the Servicer, UGI or with respect to such Affiliate may take such action only upon the prior approval of the AdministratorPool Receivable. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuer), in accordance with their respective interests, each Purchaser) all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI Axxxxxxxx or any other Person) (x) during the occurrence of a Termination Event, to commence or settle any legal action action, and (y) at any other time (including, for the avoidance of doubt, during the occurrence of an Incipient Termination Event that is not a Termination Event), to take any commercially reasonable action, in each case to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, less all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Axxxxxxxx or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later latest of: (i) the Facility Termination Date and Date, (ii) the date on which no Capital or Discount in respect of the Purchaser’s Interest shall be outstanding, (iii) the date the LC Participation Adjusted Amount is reduced to zero and (iv) the date on which all other amounts required to be paid to the Issuereach Purchaser, the Administrator Administrative Agent and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Armstrong World Industries Inc)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of each Originator. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Purchaser, the amount of the Collections to which each such Purchaser is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of each Originator, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Purchaser), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Harsco Corp)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a an Event of Termination Event has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Termination has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout date, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Computer Sciences Corp)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policies. The Servicer shall set aside, for the accounts of the Seller and the Issuer, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection Policy, take such action as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments required under applicable laws, rules or regulations or the applicable Contract; provided, however, that: for the purposes of this Agreement, (i) such action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator under this Agreement and (iii) if a Termination Event has occurred and is continuing and UGI Cxxxxxxxx or an Affiliate thereof is serving as the Servicer, UGI Cxxxxxxxx or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of the Issuer), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is UGI Cxxxxxxxx or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Unmatured Termination Event described in paragraph (f) of Exhibit V has occurred and the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI Cxxxxxxxx or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Cxxxxxxxx or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s 's obligations hereunder shall terminate on the later of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI Cxxxxxxxx or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Carpenter Technology Corp)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereac Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a an Event of Termination Event has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Termination has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Ashland Inc.)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) Borrower the collections of any indebtedness that is not a Pool Receivable, less, if UGI Foresight or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Foresight or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Financing Agreement (Foresight Energy LP)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsLaws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Purchaser Party, the amount of the Collections it or its Affiliates actually receive to which each such Purchaser Party is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool ReceivableReceivable (unless such Pool Receivable is no longer deemed an Eligible Receivable hereunder or the Administrative Agent otherwise consents to such action (such consent not to be unreasonably withheld)), (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Purchaser Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI Kinetik or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Kinetik or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Kinetik Holdings Inc.)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable appropriate to service and administer and collect the collection of each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with commercially reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy in a manner consistent in all material respects with the past practices of the Originators (after taking into consideration the transactions contemplated by the Transaction Documents). The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with this Agreement and the other Transaction Documents to which it is a party, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or thereof, reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable ContractContract or in a manner that does not adversely affect the Pool Receivables or Collections thereon; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator under this Agreement and (iii) if a Termination Event has occurred and is continuing and UGI continuing, the Servicer may modify, waive or an Affiliate thereof is serving as the Servicer, UGI restructure a Pool Receivable (or such Affiliate may take such action reflect any related adjustments) only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold in trust for the benefit of the Seller Borrower and the Administrator (individually and for the benefit of the Issuer), in accordance with their respective interests, Secured Parties all records and documents (including computer tapes or disks) with respect that relate to each the Pool ReceivableReceivables. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) if a Termination Event has occurred or (B) and is continuing, the Administrator believes in good faith that Administrative Agent may direct the failure Servicer to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall survive until, and terminate on the later of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issueron, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this AgreementFinal Payout Date.

Appears in 1 contract

Samples: Receivables Financing Agreement

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policies. The Servicer shall set aside, for the accounts of the Seller and the IssuerPurchasers, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection Policy, take such action action, including modifications, waivers or restructurings of Pool Receivables and the related Contracts as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments permitted under the Credit and Collection Policy or required under applicable laws, rules or regulations or the applicable Contract; provided, however, that: that for the purposes of this Agreement, Agreement (i) such action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable under this Agreement or limit the rights of any of the Issuer Purchasers, Purchaser Agents or the Administrator under this Agreement or any other Transaction Document and (iii) if a Termination Event has occurred and is continuing and UGI Arch Sales or an Affiliate thereof is serving as the Servicer, UGI Arch Sales or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of the IssuerPurchasers), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if a Termination Event has occurred and is continuing, the Administrator may direct the Servicer (whether the Servicer is UGI Arch Sales or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI Arch Sales or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Arch Sales or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) the Facility Termination Date Date, (ii) the date on which no Capital of or Discount in respect of the Purchased Interest shall be outstanding, (iii) the date the LC Participation Amount is cash collateralized in full and (iiiv) the date on which all amounts required to be paid to the IssuerPurchasers, the Purchaser Agents, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI Arch Sales or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Arch Coal Inc)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably that is necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsLaws in all material respects, with reasonable the same care and diligencediligence that it exercises for all similar receivables owned or serviced by it, and in accordance with the Credit and Collection PoliciesPolicy in all material respects. Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables from the procedures, offices, employees and accounts used by Servicer in connection with servicing other receivables. The Servicer shall set aside, hold and deposit in accordance with Section 3.01 for the accounts account of the Seller and Administrative Agent (on behalf of the IssuerSecured Parties), the amount of the Collections it or its Affiliates actually receive to which each the Administrative Agent (on behalf of the Secured Parties) is entitled in accordance with Article I. III. The Servicer may, in accordance with the applicable Credit and Collection Policy, take such action action, including amendments, modifications, waivers or restructurings of Pool Receivables and related 127256974\V-8 Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof of the Receivables (taken as a whole) or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document in any material respect and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Secured Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) in its possession or control with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to take commercially reasonable efforts to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to (or as directed by) the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI Vestis Services or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Vestis Services or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Vestis Corp)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesProcedures and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyProcedures and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Procedures or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) Borrower the collections of any indebtedness that is not a Pool Receivable, less, if UGI Applied Industrial or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Applied Industrial or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Financing Agreement (Applied Industrial Technologies Inc)

Duties of the Servicer. (a) The Servicer, as an independent contract servicer, shall service and administer the Loans (including, with respect to Agented Loans and Third Party Agented Loans, the Issuer’s interest as a lender thereunder) and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the Servicer shall take or cause to be taken all such action as may be reasonably deem necessary or advisable to administer desirable and collect each Pool Receivable from time to timeconsistent with the terms of this Agreement, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policies. The Servicer shall set aside, for Policy and the accounts of the Seller Servicing Standard and the Issuer, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with ’s rights under the applicable Credit Underlying Loan Agreements. The parties hereto each acknowledge, and Collection Policythe Noteholders and the Certificateholder are hereby deemed to acknowledge, take such action that the Servicer, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments required under applicable laws, rules or regulations or the applicable Contract; provided, however, that: for the purposes of this Agreement, (i) possesses only such action rights with respect to the enforcement of rights and remedies with respect to the Loans and the Related Property and under the Required Loan Documents as those which have been transferred to the Issuer with respect to the related Loan. Therefore, the provisions of this Article V shall not change apply to Third Party Agented Loans except to the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator under this Agreement and (iii) if a Termination Event has occurred and is continuing and UGI or an Affiliate thereof is serving as extent the Servicer, UGI or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit on behalf of the Issuer), in accordance has the right to vote, consent, give directions, make advances or receive payments with their respective interestsrespect thereto, all records and documents (including computer tapes or disks) these provisions shall only apply to Agented Loans with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether which the Servicer is UGI or any other Person) the lead agent and to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that extent not inconsistent with the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivablesrelated Required Loan Documents. (b) The Servicer shallmay perform its duties directly or, consistent with the Servicing Standard, through agents, accountants, experts, attorneys, brokers, consultants or nominees selected with reasonable care by the Servicer. The Servicer will remain fully responsible and fully liable for its duties and obligations hereunder and under any other Transaction Document notwithstanding any such delegation to a third party. Performance by any such third party of any of the duties of the Servicer hereunder or under any other Transaction Document shall be deemed to be performance thereof by the Servicer. In addition, the Servicer may enter into Subservicing Agreements for any servicing and administration of Loans with any entity; provided that for any Subservicing Agreement that delegates all or substantially all of the Servicer’s duties hereunder, either (i) Xxxxx’x indicates that entering into such Subservicing Agreement satisfies the Xxxxx’x Rating Condition or (ii) the Holders of 100% of the Offered Notes shall have consented in writing to such Subservicing Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and to either itself directly service the related Loans or enter into a Subservicing Agreement with a successor Subservicer as soon permitted in this clause (b); provided that the Servicer shall promptly notify the Rating Agencies of the termination of any Subservicing Agreement that had delegated all or substantially all of the Servicer’s duties hereunder. Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or referencing actions taken through a Subservicer or otherwise, so long as practicable following actual receipt of collected fundsthis Agreement shall remain effective, turn over the Servicer shall remain obligated and primarily liable to the Seller Trustee, for itself and on behalf of the Issuer, for the servicing and administering of the Loans in accordance with the provisions of this Agreement, the Credit and Collection Policy and the Servicing Standard, without diminution of such obligation or liability by virtue of such Subservicing Agreements or other arrangements with third parties pursuant to this clause (b) or by virtue of indemnification from the Subservicer and to the Originator in same extent and under the case of payment due to a Reseller) same terms and conditions as if the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting alone were servicing and administering the Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Loans when any Subservicer has received such collectionspayments. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool ReceivableServicer by such Subservicer, and copies of records nothing contained in its possession that evidence this Agreement shall be deemed to limit or relate to any indebtedness that is a Pool Receivablemodify such indemnification. (c) The Servicer’s obligations hereunder Any Subservicing Agreement that may be entered into and any transactions or services relating to the Loans involving a Subservicer in its capacity as such and not as an originator shall terminate on be deemed to be between the later of: Subservicer and the Servicer alone, and the Trustee and the Securityholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 5.02(d). Notwithstanding the foregoing, the Servicer shall (i) at its expense and without reimbursement, deliver to the Facility Termination Date Trustee a copy of each Subservicing Agreement and (ii) provide notice of the date on which all amounts required to be paid termination of any Subservicer within a reasonable time after such Subservicer’s termination to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this AgreementTrustee.

Appears in 1 contract

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

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policies. The Servicer shall set aside, for the accounts of the Seller and the Issuer, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection Policy, take such action as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments required under applicable laws, rules or regulations or the applicable Contract; provided, however, that: for the purposes of this Agreement, (i) such action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator under this Agreement and (iii) if a Termination Event has occurred and is continuing and UGI or an Affiliate thereof is serving as the Servicer, UGI or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator (individually and for the benefit of the Issuer), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s 's obligations hereunder shall terminate on the later of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Ugi Corp /Pa/)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action actions as may be reasonably it deems necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy. Each of the Seller, each Purchaser, each Liquidity Provider and the Agent hereby appoints as its agent the Servicer, from time to time designated pursuant to Section 6.01, to enforce its respective rights and interests in and under the Receivables and the Related Security. The Servicer (so long as it is TRW) will at all times apply the same standards and follow the same procedures with respect to the decision to commence litigation with respect to the Receivables, and in prosecuting and litigating with respect to Receivables, as it applies and follows with respect to accounts receivable which are not Receivables. In no event shall set asidethe Servicer be entitled to make the Agent, for any Purchaser or any Liquidity Provider a party to any litigation without the accounts Agent’s express prior written consent. (b) The Servicer shall notify all Obligors to make payments with respect to the Receivables Assets solely to a Lock-Box Account or, to the extent required hereunder, to the Collection Account. In the event the Servicer receives any Collections or other proceeds of the Receivables Assets (other than in respect of Repurchased Receivables), it shall hold such Collections and other proceeds on behalf of the Seller for application and the Issuer, the amount of the Collections to which each is entitled remittance in accordance with Article I. The Servicer may, in accordance with Section 2.04 and it shall remit the applicable Credit and same to the Collection Policy, take such action as Account to the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments extent required under applicable laws, rules Section 5.04(a)(vii) or regulations or the applicable Contract; provided, however, that: for the purposes of this Agreement, (i) such action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator under this Agreement and (iii) if a Termination Event has occurred and is continuing and UGI or an Affiliate thereof is serving as the Servicer, UGI or such Affiliate may take such action only upon the prior approval of the AdministratorSection 6.03. The Seller shall deliver to the Servicer Servicer, and the Servicer shall hold in trust for the benefit of Seller, the Seller Purchasers and the Administrator (individually and for the benefit of the Issuer), Liquidity Providers in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool ReceivableRecords. Notwithstanding anything to the contrary contained herein, the Administrator may Agent shall, upon the occurrence and continuance of an Event of Termination, have the absolute and unlimited right to direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) . The Servicer’s authorization under this Agreement shall terminate on the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesFinal Collection Date. (bc) The Servicer shall, as soon as practicable following actual receipt of collected fundsreceipt, turn over to the Seller (or to the Originator Person entitled thereto collections in the case of payment due to a Reseller) the collections respect of any indebtedness that Repurchased Receivable or receivable which is not a Pool Receivable, Receivable less, if UGI to the extent the Servicer performed any collection or an Affiliate thereof is not enforcement actions which it was authorized by the ServicerSeller to perform, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, incurred in collecting and administering enforcing such collectionsreceivable. The Servicer, if other than UGI or an Affiliate thereof, shall, Servicer shall as soon as practicable upon demand, following demand therefor deliver to the Seller all records in its possession that evidence or relate relating to any indebtedness that is not a Pool Receivable, and copies receivables of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreementother than Receivables.

Appears in 1 contract

Samples: Receivables Purchase Agreement (TRW Inc)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsLaws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy or consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Purchaser Party, the amount of the Collections it or its Affiliates actually receive to which each such Purchaser Party is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy or consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments permitted under the Credit and Collection Policy or consistent with past practices of the Originators or as required under applicable laws, rules or regulations Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Purchaser Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness owed to the Seller that is not a Pool Receivable, less, if UGI Labcorp or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Labcorp or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness owed to the Seller that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness owed to the Seller that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Labcorp Holdings Inc.)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action actions as may be reasonably necessary or advisable to administer collect, administer, and collect service each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, time with reasonable care and diligencediligence and, in any event, with no less care and diligence than it uses in the collection, administration and servicing of its own assets, and in accordance with (i) applicable Laws, (ii) the Credit and Collection Policy, and (iii) this Agreement. During the continuance of an Event of Termination, the Collateral Agent shall have the sole right to direct the Servicer to commence or settle any legal actions to enforce collection of any Pool Receivables; provided, that the Servicer shall have no obligation to commence any 751499193.15 22727329 106 legal actions or enforce collection of any Pool Receivable in a commercially unreasonable manner, taking into account the costs and recoveries expected in connection with such legal action or enforcement. Without limiting the foregoing, the duties of the Servicer shall include the following: (i) supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower; (ii) maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent, the Collateral Agent and each Lender in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent, the Collateral Agent or any Lender may reasonably request; (iii) maintaining and implementing administrative and operating procedures (including, an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral; (iv) promptly delivering to the Administrative Agent, the Collateral Agent or each Lender, from time to time, such information with respect to the Servicer, the Borrower, the Collateral or its servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, the Collateral Agent or each Lender; (v) identifying each Contract in its internal servicing records to reflect the ownership of such Contract by the Borrower; (vi) complying in all material respects with the Credit and Collection Policies in regard to the management of each Contract and providing the prompt written notice to the Administrative Agent of any material change in the Credit and Collection Policies. The Servicer shall set aside; (vii) complying in all material respects with all Applicable Laws with respect to it, for its business and properties and all Contracts and the accounts Related Assets and Collections with respect thereto or any part thereof; (viii) notifying the Administrative Agent, the Collateral Agent and each Lender of any material action, suit, proceeding, dispute, offset, deduction, defense or counterclaim (a) that is or is threatened to be asserted by an Obligor with respect to any Loan (or portion thereof) of which it has actual knowledge or has received notice; or (b) that could reasonably be expected to have a Material Adverse Effect; (ix) maintaining the perfected security interest of the Seller and the IssuerAdministrative Agent, the amount of the Collections to which each is entitled in accordance with Article I. The Servicer may, in accordance with the applicable Credit and Collection Policy, take such action as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments required under applicable laws, rules or regulations or the applicable Contract; provided, however, that: for the purposes of this Agreement, (i) such action shall not change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator under this Agreement and (iii) if a Termination Event has occurred and is continuing and UGI or an Affiliate thereof is serving as the Servicer, UGI or such Affiliate may take such action only upon the prior approval of the Administrator. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and Secured Parties, in the Administrator Collateral; (individually and for x) making payments pursuant to the benefit terms of the Issuer), in accordance with their respective interests, all records and documents Information Package; (including computer tapes or disksxi) providing advice to the Borrower with respect to each Pool the purchase and sale of and payment for the Receivables; (xii) instructing the Obligors on the Receivables to make payments directly into a Lock-Box or into a Collection Account established and maintained with an Eligible Bank; (xiii) initiating a shutdown or de-activation or initiating repossession of any Solar Energy System related to any Defaulted Receivable; (xiv) requiring the applicable Required Loan Documents to be delivered to the eVault; and (xv) complying with such other duties and responsibilities as may be required of the Servicer by this Agreement. Notwithstanding anything to the contrary contained herein, the Administrator may direct exercise by the Administrative Agent and the Secured Parties of their rights hereunder shall not release the Servicer (whether unless replaced by a successor servicer) or the Borrower from any of their duties or responsibilities with respect to the Collateral. The Secured Parties shall not have any obligation or liability with respect to any Collateral, nor shall any of them be obligated to perform any of the obligations of the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection hereunder, unless one of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) them becomes a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivablessuccessor servicer hereunder. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Financing Agreement (ADT Inc.)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Credit Party, the amount of the Collections to which each such Credit Party is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Credit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrator may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivables. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) Borrower the collections of any indebtedness that is not a Pool Receivable, less, if UGI INC Research or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI INC Research or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrative Agent may direct the Servicer to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable. (cb) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller Borrower all books, records and related materials that the Seller Borrower previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Financing Agreement (Syneos Health, Inc.)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Group, the amount of the Collections to which each such Group is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted delinquent Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a an Event of Termination Event has occurred and is continuing and UGI or neither the Parent nor an Affiliate thereof is serving as the ServicerServicer at such time, UGI or such Affiliate the Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Group), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Termination has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool Receivablesdefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement. Section 9.03.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Warner Bros. Discovery, Inc.)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsApplicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Credit Party, the amount of the Collections to which each such Credit Party is entitled in accordance with Article I. IV hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Applicable Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original invoice and/or due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Credit Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as reasonably practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) Borrower the collections of any indebtedness that is not a Pool Receivable, less, if UGI Davey Tree or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Davey Tree or an Affiliate thereof, shall, as soon as reasonably practicable upon written demand, deliver to the Seller Borrower all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Financing Agreement (Davey Tree Expert Co)

Duties of the Servicer. (a) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulationsLaws, with reasonable care and diligence, and in accordance with the Credit and Collection PoliciesPolicy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts of the Seller and the Issuereach Purchaser Party, the amount of the Collections it or its Affiliates actually receive to which each such Purchaser Party is entitled in accordance with Article I. III hereof. The Servicer may, in accordance with the applicable Credit and Collection PolicyPolicy and consistent with past practices of the Originators, take such action action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable laws, rules or regulations Laws or the applicable Contract; provided, however, that: that for the purposes of this Agreement, : (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool ReceivableReceivable (unless such Pool Receivable is no longer deemed an Eligible Receivable hereunder or Administrative Agent otherwise consents to such action (such consent not to be unreasonably withheld), (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Issuer or the Administrator any Secured Party under this Agreement or any other Transaction Document and (iii) if a Termination an Event of Default has occurred and is continuing and UGI or an Affiliate thereof is serving as continuing, the Servicer, UGI or such Affiliate Servicer may take such action only upon the prior approval written consent of the AdministratorAdministrative Agent. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrator Administrative Agent (individually and for the benefit of the Issuereach Purchaser Party), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrator Administrative Agent may direct the Servicer (whether the Servicer is UGI or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security; provided, however, that no Security with respect to any such direction may be given unless either: (A) a Termination Event has occurred or (B) the Administrator believes in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect Receivables constituting a material portion of the Pool ReceivablesDefaulted Receivable. (b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller (or to the Originator in the case of payment due to a Reseller) the collections of any indebtedness that is not a Pool Receivable, less, if UGI Mativ or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than UGI Mativ or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable. (c) The Servicer’s obligations hereunder shall terminate on the later of: (i) Final Payout Date. Promptly following the Facility Termination Date and (ii) the date on which all amounts required to be paid to the Issuer, the Administrator and any other Indemnified Party or Affected Person hereunder shall have been paid in full. After such termination, if UGI or an Affiliate thereof was not the Servicer on the date of such terminationFinal Payout Date, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Mativ Holdings, Inc.)

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