Protection of Administrative Agent’s Security Interest. (a) Borrower agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that any of the Agents may request, to perfect, protect or more fully evidence the Administrative Agent’s security interest in the Collateral, or to enable the Agents or the Lenders to exercise and enforce their rights and remedies hereunder. At any time after the occurrence of an Amortization Event, the Administrative Agent may, or the Administrative Agent may direct Borrower or the Servicer to, notify the Obligors of Receivables, at Borrower’s expense, of the ownership or security interests of the Lenders under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the Administrative Agent or its designee. Borrower or the Servicer (as applicable) shall, at any Lender’s request, withhold the identity of such Lender in any such notification.
Protection of Administrative Agent’s Security Interest. (a) Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that the Administrative Agent may request, to perfect, protect or more fully evidence the Administrative Agent's security interest, for the benefit of the Secured Parties, in the Purchased Assets, or to enable the Administrative Agent, the Purchaser or the Committed Investors to exercise and enforce their rights and remedies hereunder. At any time, the Administrative Agent may, or the Administrative Agent may direct Seller or the Servicer to, notify the Obligors of Receivables, at Seller's expense, of the ownership or security interests of the Administrative Agent, for the benefit of the Secured Parties, under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the Administrative Agent or its designee. Seller or the Servicer (as applicable) shall, at the Administrative Agent's request, withhold the identities of the Administrative Agent, the Purchaser and the Committed Investors in any such notification.
Protection of Administrative Agent’s Security Interest. 54 Section 14.5 Confidentiality. 55 Section 14.6 Bankruptcy Petition 56 Section 14.7 Limitation of Liability 56 Section 14.8 CHOICE OF LAW 57 Section 14.9 CONSENT TO JURISDICTION 57 Section 14.10 WAIVER OF JURY TRIAL 57 Section 14.11 Integration; Binding Effect; Survival of Terms. 57 Section 14.12 Counterparts; Severability; Section References 58 Section 14.13 Federal Reserve 58 60993798_4.DOC Exhibit I Definitions Exhibit II Form of Borrowing Request Exhibit III Chief Executive Offices of the Loan Parties; Locations of Records; Federal Employer Identification Numbers Exhibit IV Names of Collection Banks; Collection Accounts Exhibit V Form of Compliance Certificate Exhibit VI Form of Monthly Report Exhibit VII Form of Partial Release and Sale Documents Exhibit VIII Form of Weekly Report Exhibit IX Form of Daily Report Schedule A Commitments Schedule B Closing Documents 60993798_4.DOC SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT, dated as of March 13, 2008 is entered into by and among:
Protection of Administrative Agent’s Security Interest. (a) Seller agrees that it will, and will require each Originator to, from time to time, at its expense, promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Administrative Agent may reasonably request in order to perfect or protect the Receivable Interests or to enable the Administrative Agent, on behalf of the Purchasers, to exercise or enforce any of its rights hereunder. Without limiting the foregoing, each of Seller and the Originators will, upon the request of the Administrative Agent, in order to accurately reflect this purchase and sale transaction, (i) execute and file such financing or continuation statements or amendments thereto or assignments thereof (as permitted pursuant to Section 11.11 hereof) as may be requested by the Administrative Agent and (ii) xxxx its master data processing records and other documents with a legend describing the conveyance of Receivables by the Originators to Seller and the conveyance of the Receivable Interests by Seller to the Administrative Agent as agent for the Purchasers. Each of Seller and the Originators shall, upon request of the Administrative Agent, obtain such additional search reports as the Administrative Agent shall request. To the fullest extent permitted by applicable law, the Administrative Agent shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof without Seller’s or the Originator’s signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. Neither Seller nor the Originators shall change its name, identity or legal structure, nor relocate its respective chief executive office or any office where Records are kept unless it shall have: (A) given the Administrative Agent at least ten (10) days’ prior notice thereof and (B) prepared and filed at Seller’s or the applicable Originator’s expense, as the case may be, and delivered to the Administrative Agent all financing statements, instruments and other documents necessary to preserve and protect the Receivable Interests or requested by the Administrative Agent (acting at the direction of the Required Co-Agents) in connection with such change or relocation. Any filings under the Relevant UCC or otherwise that are occasioned by such change in name or location shall be made at the expense of Seller.
Protection of Administrative Agent’s Security Interest. (a) The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that the Administrative Agent may request, to perfect, protect or more fully evidence the Administrative Agent's security interest in the Purchased Assets, or to enable the Administrative Agent or Blue Ridge to exercise and enforce their rights and remedies hereunder. At any time, the Administrative Agent may, or the Administrative Agent may direct the Seller or the Master Servicer to, notify the Obligors of Receivables, at the Seller's expense, of the ownership or security interests of Blue Ridge under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the Administrative Agent or its designee. The Seller or the Master Servicer (as applicable) shall, at the Administrative Agent's request, withhold the identities of the Administrative Agent and Blue Ridge in any such notification.
Protection of Administrative Agent’s Security Interest. (a) Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that the Administrative Agent may request, to perfect, protect or more fully evidence the Administrative Agent's security interest, for the benefit of the Secured Parties, in the Purchased Assets, or to enable the Administrative Agent or Blue Ridge to exercise and enforce their rights and remedies hereunder. At any time, the Administrative Agent may, or the Administrative Agent may direct Seller or the Servicer to, notify the Obligors of Receivables, at Seller's expense, of the ownership or security interests of the Administrative Agent, for the benefit of the Secured Parties, under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the Administrative Agent or its designee. Seller or the Servicer (as applicable) shall, at the Administrative Agent's request, withhold the identities of the Administrative Agent and Blue Ridge in any such notification.
