Protection of Administrative Agent’s Security Interest Sample Clauses

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. (b) If any Loan Party fails to perform any of its obligations hereunder, the Administrative Agent or any Lender may (but shall not be required to) perform, or cause performance of, such obligations, and the Administrative Agent’s or such Lender’s costs and expenses incurred in connection therewith shall be payable by Borrower as provided in Section 10.3. Each Loan Party irrevocably authorizes the Administrative Agent at any time and from time to time in the sole discretion of the Administrative Agent, and appoints the Administrative Agent as its attorney-in-fact, to act on behalf of such Loan Party (i) to execute on behalf of Borrower as debtor and to file financing statements necessary or desirable in the Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the interest of the Lenders in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral, for the benefit of the Secured Parties. This appointment is coupled with an interest and is irrevocable.

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 THIS SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT, dated as of March 13, 2008 is entered into by and among: (a) RED BIRD RECEIVABLES, LLC, a Delaware limited liability company formerly known as Red Bird Receivables, Inc., a Delaware corporation (“Borrower”), (b) INTERNATIONAL PAPER COMPANY, a New York corporation (“International Paper” and, together with Borrower, the “Loan Parties” and each, a “Loan Party”), as Servicer, (c) GOTHAM FUNDING CORPORATION, a Delaware corporation (together with its successors, “Gotham”), and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, in its capacity as a Liquidity Bank to Gotham (together with its successors, “BTMU” and, together with Gotham, the “Gotham Group”), (d) XXXXXXXX FUNDING CORPORATION, a Delaware corporation (together with its successors, “Xxxxxxxx”), and BNP PARIBAS, ACTING THROUGH ITS NEW YORK BRANCH, in its capacity as a Liquidity Bank to Xxxxxxxx (together with its successors, “BNP Paribas” and, together with Xxxxxxxx, the “Xxxxxxxx Group”), (e) WORKING CAPITAL MANAGEMENT CO., L.P., a California limited partnership (together with its successors, “WCM”), and MIZUHO CORPORATE BANK, LTD., in its capacity as a Liquidity Bank to WCM (together with its successors, “Mizuho” and, together with WCM, the “WCM Group”), (f) ATLANTIC ASSET SECURITIZATION LLC, a Delaware limited liability company (together with its successors, “Atlantic”), and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (f/k/a CALYON NEW YORK BRANCH), in its capacity as a Liquidity Bank to Atlantic (together with its successors, “CACIB” and, together ...