Enforcement Rights After Termination Event. (a) At any time during the existence of a Termination Event or the designation of a Servicer (other than CCG or an Affiliate of CCG) pursuant to Section 7.1: (i) the Facility Agent may direct the Obligors that payment of all amounts payable under any Pool Receivable be made directly to the Facility Agent or its designee; (ii) the SPV shall, at the Facility Agent’s request and at the SPV’s expense, give notice to each Obligor of the Facility Agent’s and the Lender’s security interest in the Pool Receivables and the other Affected Assets and direct each Obligor that payments with respect to the Pool Receivables be made directly to the Facility Agent or its designee, except that if the SPV fails to so notify each obligor, the Facility Agent may so notify the Obligors; and (iii) the SPV shall, at the Facility Agent’s request, (A) assemble or make copies of all of the Records in its possession and shall make the same available to the Facility Agent or its designee at a place selected by the Facility Agent or its designee, and (B) segregate all cash, checks and other instruments received by it which were not deposited into the Lock-Box Account from time to time constituting Collections of Pool Receivables in a manner acceptable to the Facility Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Facility Agent or its designee; (b) The SPV hereby authorizes the Facility Agent, and irrevocably appoints the Facility Agent, during the existence of a Termination Event, as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the SPV or, to the extent the SPV has such rights, the Originator, as applicable, which appointment is coupled with an interest, to take any and all steps in the name of the SPV or, to the extent the SPV has such rights, the Originator, as applicable, and on behalf of the SPV or, to the extent the SPV has such rights, the Originator, as applicable, necessary or desirable, in the determination of the Facility Agent, to collect any and all amounts or portions thereof due under any and all Pool Receivables or Related Security, including endorsing the name of the Originator (to the extent the SPV has such rights) on checks and other instruments representing Collections and enforcing such Pool Receivables, Related Security and the related Contracts. Notwithstanding anything to the contrary contained in this subsection (b), none of the powers conferred upon such attorney-in-fact pursuant to the immediately preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever.
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Samples: Loan and Administration Agreement (Commercial Credit, Inc.), Loan and Administration Agreement (Commercial Credit, Inc.), Loan and Administration Agreement (Commercial Credit, Inc.)
Enforcement Rights After Termination Event. (a) At any time upon the occurrence and during the existence continuance of a Termination Event or the designation of a Servicer (other than CCG or an Affiliate of CCG) pursuant to Section 7.1Potential Termination Event:
(ia) the Facility Agent shall be entitled to authorise any other Person to deliver Obligor Notifications to any Obligor or such other notifications to Obligors as the Agent may direct deem necessary from time to time and require the Obligors that payment of all amounts payable Company under any Pool Receivable be made directly the authority granted to the Facility Company or the Agent by any Originator in a Power of Attorney to endorse any bxxx of exchange, promissory note or its designeeother instrument;
(iib) the SPV shall, at the Facility Agent’s request and at the SPVMaster Servicer’s expense, the Master Servicer shall, and shall cause each of its Origination and Servicing Affiliates to (i) give notice of the Company’s ownership of the Purchased Receivables and the security interest of the Agent and the Secured Parties’ therein to each Obligor of the Facility Agent’s and the Lender’s security interest in the Pool Receivables and the other Affected Assets and direct each Obligor that payments with respect to the Pool Receivables be made directly to the Facility Agent or its designee, except and (ii) execute any power of attorney or other similar instrument and/or take any other action necessary or desirable to give effect to such notice and directions, including any action required to be taken so that if the SPV fails obligations or other indebtedness of such Obligor in respect of any Purchased Receivables or other Related Asset may no longer be legally satisfied by payment to so notify each obligor, the Facility Agent may so notify the Obligorsan Originator or other AGCO Party; and
(iiic) the SPV shall, at the Facility Agent’s request, the Master Servicer shall at its own expense, and, shall cause each of its Origination and Servicing Affiliates to (Ai) assemble or make copies of all of the Records in its possession and shall make the same available to the Facility Agent at the addresses specified for the related Originator in the Receivables Transfer Agreement to which such Originator is a party or its designee at a any other place selected agreed to by such Originator and the Facility Agent or its designeeAgent, and (Bii) segregate all cash, checks cheques and other instruments received by it which were not deposited into the Lock-Box Account from time to time constituting Collections of Pool Purchased Receivables in a manner reasonably acceptable to the Facility Agent and shall, promptly upon receipt, remit all such cash, checks cheques and instruments, duly endorsed or with duly executed instruments of transfer, to the Facility Agent or its designee;
(b) The SPV hereby authorizes the Facility Agent, and irrevocably appoints the Facility Agent, during the existence of a Termination Event, as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the SPV or, to the extent the SPV has such rights, the Originator, as applicable, which appointment is coupled with an interest, to take any and all steps in the name of the SPV or, to the extent the SPV has such rights, the Originator, as applicable, and on behalf of the SPV or, to the extent the SPV has such rights, the Originator, as applicable, necessary or desirable, in the determination of the Facility Agent, to collect any and all amounts or portions thereof due under any and all Pool Receivables or Related Security, including endorsing the name of the Originator (to the extent the SPV has such rights) on checks and other instruments representing Collections and enforcing such Pool Receivables, Related Security and the related Contracts. Notwithstanding anything to the contrary contained in this subsection (b), none of the powers conferred upon such attorney-in-fact pursuant to the immediately preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever.
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Enforcement Rights After Termination Event. (a) At any time during the existence of a Termination Event or the designation of a Servicer (other than CCG, CCG Canada or an Affiliate of CCGCCG or CCG Canada) pursuant to Section 7.1:
(i) the Facility Agent may direct the Obligors that payment of all amounts payable under any Pool Receivable be made directly to the Facility Agent or its designee;
(ii) the each SPV shall, at the Facility Agent’s request and at the such SPV’s expense, give notice to each applicable Obligor of the Facility Agent’s and the Lender’s security interest in the Pool Receivables and the other Affected Assets and direct each Obligor that payments with respect to the Pool Receivables be made directly to the Facility Agent or its designee, except that if the such SPV fails to so notify each obligor, the Facility Agent may so notify the Obligors; and
(iii) the each SPV shall, at the Facility Agent’s request, (A) assemble or make copies of all of the Records in its possession and shall make the same available to the Facility Agent or its designee at a place selected by the Facility Agent or its designee, and (B) segregate all cash, checks and other instruments received by it which were not deposited into the Lock-Box Account from time to time constituting Collections of Pool Receivables in a manner acceptable to the Facility Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Facility Agent or its designee;
(b) The Each SPV hereby authorizes the Facility Agent, and irrevocably appoints the Facility Agent, during the existence of a Termination Event, as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the such SPV or, to the extent the such SPV has such rights, the applicable Originator, as applicable, which appointment is coupled with an interest, to take any and all steps in the name of the such SPV or, to the extent the such SPV has such rights, the applicable Originator, as applicable, and on behalf of the such SPV or, to the extent the such SPV has such rights, the applicable Originator, as applicable, necessary or desirable, in the determination of the Facility Agent, to collect any and all amounts or portions thereof due under any and all Pool Receivables or Related Security, including endorsing the name of the applicable Originator (to the extent the such SPV has such rights) on checks and other instruments representing Collections and enforcing such Pool Receivables, Related Security and the related Contracts. Notwithstanding anything to the contrary contained in this subsection (b), none of the powers conferred upon such attorney-in-fact pursuant to the immediately preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever.
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Samples: Loan and Administration Agreement (Commercial Credit, Inc.)