Protection of Ownership Interests of Buyer. (a) Originator agrees that from time to time, at its expense, it shall promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the Purchasers, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Date, Buyer (or its assigns) may or shall, at the written direction of the Required Managing Agents, direct Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee. (b) If Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.1(d). Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-in-fact, to act on behalf of Originator (i) to authorize and/or execute on behalf of Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections as a financing statement in such offices as Buyer (or its assigns) in its sole and absolute discretion deems necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 4 contracts
Samples: Receivables Sale Agreement (Marathon Petroleum Corp), Receivables Sale Agreement (Marathon Petroleum Corp), Receivables Sale Agreement (Marathon Petroleum Corp)
Protection of Ownership Interests of Buyer. (a) Originator Each Transferor agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests interest of the Administrative Agent, Agent (on behalf of the Managing Agents Lenders) under the Credit and the PurchasersSecurity Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentssuch Transferor’s sole cost and expense, direct Originator such Transferor to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator any Transferor fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Originator such Transferor as provided in Section 6.1(d)6.2. Originator Each Transferor irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns)Buyer, and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator such Transferor (i) to authorize and/or execute on behalf of Originator such Transferor as debtor and to file financing statements or continuation statements other applicable recording documents necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, Receivables originated by such Transferor and the associated Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement or other applicable recording document with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement or as otherwise applicable in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests interest in the such Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The If any Transferor fails to perform any of its obligations hereunder: (A) such Transferor hereby authorizes Buyer to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of such Transferor, in such form and in such offices as Buyer reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer hereunder, (B) such Transferor acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Administrative Agent, consenting to the form and its assignssubstance of such filing or recording document, and (C) shall not exercise such Transferor approves, authorizes and ratifies any filings or recordings made by or on behalf of the rights under Administrative Agent in connection with the foregoing appointment except after perfection of the occurrence and during ownership or security interests in favor of Buyer or the continuance of an Amortization EventAdministrative Agent, respectively.
Appears in 4 contracts
Samples: Receivables Sale Agreement (Smithfield Foods Inc), First Amendment to Fifth Amended and Restated Credit and Security Agreement (Smithfield Foods Inc), Receivables Sale Agreement (Smithfield Foods Inc)
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of Asset Portfolio transferred pursuant to the Administrative Agent, the Managing Agents and the PurchasersPurchase Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, each Originator shallwill, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interestsinterest of Buyer (or such Asset Portfolio). At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentsapplicable Originator’s sole cost and expense, direct such Originator to notify the Obligors of Receivables of such Originator of the ownership interests of Buyer 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 Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Originator the Originators as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of such Originator as debtor and to file financing or continuation statements (and amendments thereto and assignments thereof) necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assignsauthorization by each Originator set forth in the second sentence of this Section 7.3(b) shall not exercise is intended to meet all requirements for authorization by a debtor under Article 9 of any applicable enactment of the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization EventUCC, including without limitation, Section 9-509 thereof.
Appears in 4 contracts
Samples: Receivables Sale Agreement, Receivables Sale Agreement (Patterson Companies, Inc.), Receivables Sale Agreement (Patterson Companies, Inc.)
Protection of Ownership Interests of Buyer. (a) Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest interests of the Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersPurchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence and during the continuation of an Amortization Event under the Amortization DatePurchase Agreement, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsOriginator’s sole cost and expense, direct Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) ), after providing notice to Originator, perform, or cause performance of, such obligationsobligation, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.1(d)6.2. Originator irrevocably authorizes Buyer (and or its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and or its assigns) as its attorney-inattorney(s)-in-fact, to act on behalf of Originator (i) to authorize and/or execute on behalf of Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion discretion, after providing notice to Originator, to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 4 contracts
Samples: Intercreditor Agreement (Consumers Energy Co), Intercreditor Agreement (Consumers Energy Co), Receivables Sale Agreement (CMS Energy Corp)
Protection of Ownership Interests of Buyer. (a) Originator Each Transferor agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests interest of the Administrative Agent, Agent (on behalf of the Managing Agents Lenders) under the Credit and the PurchasersSecurity Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentssuch Transferor’s sole cost and expense, direct Originator such Transferor to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator any Transferor fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Originator such Transferor as provided in Section 6.1(d)6.2. Originator Each Transferor irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator such Transferor (i) to authorize and/or execute on behalf of Originator such Transferor as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, Receivables originated by such Transferor and the associated Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the such Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The From and after July 1, 2001, if any Transferor fails to perform any of its obligations hereunder: (A) such Transferor hereby authorizes Buyer (or its assigns) to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of such Transferor, in such form and in such offices as Buyer (or any of its assigns) reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer (or its assigns) hereunder, (B) such Transferor acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Administrative Agent (as Buyer’s assignee), consenting to the form and its assignssubstance of such filing or recording document, and (C) shall not exercise such Transferor approves, authorizes and ratifies any filings or recordings made by or on behalf of the rights under Administrative Agent (as Buyer’s assign) in connection with the foregoing appointment except after perfection of the occurrence and during ownership or security interests in favor of Buyer or the continuance of an Amortization EventAdministrative Agent (as Buyer’s assign), respectively.
Appears in 4 contracts
Samples: Receivables Sale Agreement (WestRock Co), Receivables Sale Agreement (WestRock Co), Receivables Sale Agreement (Rock-Tenn CO)
Protection of Ownership Interests of Buyer. (a) Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersInvestor Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsOriginator’s sole cost and expense, direct Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator fails to perform any of its obligations hereunderhereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failure, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Originator as provided in Section 6.1(d)6.2. Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(es)-in-fact, to act on its behalf of Originator (i) to authorize and/or execute on behalf of Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 4 contracts
Samples: Receivables Sale Agreement (Tennessee Gas Pipeline Co), Receivables Sale Agreement (Anr Pipeline Co), Receivables Sale Agreement (Southern Natural Gas Co)
Protection of Ownership Interests of Buyer. (a) Originator Finance LLC agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersInvestor Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsFinance LLC’s sole cost and expense, direct Originator Finance LLC to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator Finance LLC fails to perform any of its obligations hereunderhereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failure, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Originator Finance LLC as provided in Section 6.1(d)6.2. Originator Finance LLC irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(es)-in-fact, to act on its behalf of Originator (i) to authorize and/or execute on behalf of Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 4 contracts
Samples: Receivables Sale Agreement (Colorado Interstate Gas Co), Receivables Sale Agreement (Southern Natural Gas Co), Receivables Sale Agreement (Tennessee Gas Pipeline Co)
Protection of Ownership Interests of Buyer. (a) Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirablenecessary, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder Purchaser Interests with respect to Receivables, the Collections and the interests of the Administrative Agent, the Managing Agents and the PurchasersRelated Security, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after upon the occurrence of a Termination Event and during the Amortization Datecontinuation thereof, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsOriginator’s sole cost and expense, direct Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee. Buyer acknowledges and agrees that Originator may elect not to provide such notice to Obligors until such time as it is so directed by Buyer.
(b) If Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s (or such assigns’) reasonable out-of-pocket costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.1(d)6.2. Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(s)-in-fact, to act on behalf of Originator (i) following a failure on the part of Originator to authorize and/or execute the financing statements referred to below on its own behalf, to execute on behalf of Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the ownership interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s ownership interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 3 contracts
Samples: Receivables Sale Agreement, Receivables Sale Agreement (Johnsondiversey Inc), Receivables Sale Agreement (Johnsondiversey Holdings Inc)
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the Purchasersits assigns therein, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting At any time following the foregoing, Originator shall, upon the request earlier to occur of Buyer (a Termination Event or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that an Amortization Event: Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Date, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsOriginators’ sole cost and expense, direct each Originator to notify the Obligors of Receivables originated by it of the ownership interests of Buyer under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables originated by it be made directly to Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunder, :
(i) Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Originator the Originators, jointly and severally, as provided in Section 6.1(d). 6.2;
(ii) each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (iA) to authorize and/or execute (if necessary) on behalf of such Originator as debtor and to file (with or, to the extent permitted by applicable law, without signatures) financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, Receivables and the associated Related Security and the Collections and (iiB) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in such Receivables. The appointment under the Receivables, the Related Security and the Collections. This appointment foregoing clause (ii) is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 3 contracts
Samples: Receivables Contribution and Sale Agreement (Jarden Corp), Receivables Contribution and Sale Agreement (Jarden Corp), Receivables Contribution and Sale Agreement (Jarden Corp)
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest interests of the Buyer hereunder and the interests of Purchaser Interests under the Administrative Agent, the Managing Agents and the PurchasersPurchase Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after Upon the occurrence and during the continuation of the an Amortization DateEvent, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentssuch Originator’s sole cost and expense, direct such Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by such Originator as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of file financing statements identifying such Originator as debtor and to file financing or continuation statements seller necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 2 contracts
Samples: Omnibus Amendment (Insight Enterprises Inc), Receivables Sale Agreement (Insight Enterprises Inc)
Protection of Ownership Interests of Buyer. (a) Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersSecured Parties, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shallwill, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence and during the continuation of the Amortization Datean Event of Termination, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsOriginator's sole cost and expense, direct Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.1(d)6.2. Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator (i) to authorize and/or execute on behalf of Originator as debtor and to file financing or continuation statements (and amendments thereto and assignments thereof) necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections as a financing statement in such jurisdictions and in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assignsauthorization by Originator set forth in the second sentence of this Section 7.3(b) shall not exercise is intended to meet all requirements for authorization by a debtor under Article 9 of any applicable enactment of the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization EventUCC, including, without limitation, Section 9-509 thereof.
Appears in 2 contracts
Samples: Receivables Sale Agreement (Puget Energy Inc /Wa), Receivables Sale Agreement (Puget Sound Energy Inc)
Protection of Ownership Interests of Buyer. (a) The Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assignsthe Administrative Agent, as Buyer’s collateral assignee) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersReceivables Interests, or to enable Buyer (or its assignsor, following the occurrence and during the continuance of an Amortization Event, the Administrative Agent, as Buyer’s collateral assignee) to exercise and enforce their its (or their) rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsOriginator’s sole cost and expense, direct the Originator to notify the Obligors of Receivables originated or serviced by it of the ownership interests of Buyer 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 Buyer or its designee.
(b) If the Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by the Originator as provided in Section 6.1(d)6.2. The Originator irrevocably authorizes Buyer (and, from and its assignsafter the occurrence and during the continuance of an Amortization Event, the Administrative Agent, as Buyer’s collateral assignee) at any time and from time to time in the sole and absolute discretion of Buyer (or its assignsthe Administrative Agent), and appoints Buyer (and, from and its assignsafter the occurrence and during the continuance of an Amortization Event, the Administrative Agent) as its attorney-inattorney(ies)-in-fact, to act on behalf of the Originator (i) to authorize and/or execute on behalf of the Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the ownership interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assignsor, as applicable, the Administrative Agent) in its sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 2 contracts
Samples: Receivables Sale Agreement (Convergys Corp), Receivables Sale Agreement (Convergys Corp)
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assignsthe Administrative Agent, as Buyer’s collateral assignee) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersPurchaser Interests, or to enable Buyer (or its assignsor, following the occurrence and during the continuance of an Amortization Event, the Administrative Agent, as Buyer’s collateral assignee) to exercise and enforce their its (or their) rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentsapplicable Originator’s sole cost and expense, direct such Originator to notify the Obligors of Receivables originated or serviced by it of the ownership interests of Buyer 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 Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by such Originator as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and, from and its assignsafter the occurrence and during the continuance of an Amortization Event, the Administrative Agent, as Buyer’s collateral assignee) at any time and from time to time in the sole and absolute discretion of Buyer (or its assignsthe Administrative Agent), and appoints Buyer (and, from and its assignsafter the occurrence and during the continuance of an Amortization Event, the Administrative Agent) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of such Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the ownership interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assignsor, as applicable, the Administrative Agent) in its sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 2 contracts
Samples: Receivables Sale Agreement (RPM International Inc/De/), Receivables Sale Agreement (RPM International Inc/De/)
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of interest in the Administrative Agent, the Managing Agents and the PurchasersReceivables, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing; provided, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documentshowever, that may unless and until an Amortization Event or an Unmatured Amortization Event has occurred, none of the Originators shall be necessary required to take any actions to establish, maintain or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interestsperfect the Buyer’s ownership interest in the Related Security other than the filing of financing statements under the UCC of all appropriate jurisdictions. At any time after During the occurrence and continuance of the an Unmatured Amortization Dateor an Amortization Event, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentsrelated Originator’s sole cost and expense, direct such Originator to notify the Obligors of Receivables of the ownership interests of Buyer under this Agreement Agreement. During the occurrence and continuance of an Unmatured Amortization or an Amortization Event, Buyer (or its assigns) may also direct any Originator (and if any Originator fails to do so) Buyer (or its assigns) may direct that payments of all amounts due or that become due under any or all Receivables be made directly to an account specified by the Buyer or its designeedesignee which may be an account of the Buyer (or its assigns).
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assignsand Administrator, as Buyer’s assignee) may (but shall not be required to) upon notice to such Originator perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by such Originator as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and its assignsAdministrator, as Buyer’s assignee) at any time and from time to time in the sole and absolute discretion of Buyer (or its assignssuch assignee), and appoints Buyer (and its assignssuch assignee) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute (if required) on behalf of such Originator as debtor or seller and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’such assignee’s) sole and absolute discretion to perfect and to maintain the perfection and priority of the ownership interest of Buyer in the Receivables, the Receivables and associated Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assignsAdministrator, as Buyer’s assignee) in its sole and absolute discretion deems necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests ownership interest in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The .
(A) Each Originator hereby authorizes Buyer (and Administrator, as Buyer’s assignee) to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without further authorization of such Originator, in such form and in such offices as Buyer (or such assignee) reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer (and Administrator, as Buyer’s assignee) hereunder, (B) each Originator acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Administrator (as Buyer’s assignee), consenting to the form and its assignssubstance of such filing or recording document, and (C) shall not exercise each Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the rights under Administrator (as Buyer’s assignee) in connection with the foregoing appointment except after perfection of the occurrence and during ownership or security interests in favor of Buyer or the continuance of an Amortization EventAdministrator (as Buyer’s assignee).
Appears in 2 contracts
Samples: Receivables Sale Agreement (Arch Chemicals Inc), Receivables Sale Agreement (Arch Chemicals Inc)
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the Purchasershereunder, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shallwill, upon the request of the Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that the Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interestsinterest of the Buyer hereunder. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentssuch Originator's sole cost and expense, direct such Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by such Originator as provided in Section 6.1(d)8.2. Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of such Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, Receivables originated by such Originator and the Related Security and the Collections with respect thereto and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the such Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer authorization of each Originator set forth in the second sentence of this Section 8.3(b) is intended to meet all requirements for authorization by a debtor under Article 9 of the UCC in effect in the Applicable State, including, Section 9-509 thereof. Each Originator acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior approval by the Administrative Agent (as Buyer's assignee), consenting to the form and its assignssubstance of such filing or recording document. Each Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the Administrative Agent (as Buyer's assign) shall not exercise in connection with the rights under perfection of the foregoing appointment except after ownership or security interests in favor of Buyer or the occurrence and during the continuance of an Amortization EventAdministrative Agent (as Buyer's assign).
Appears in 2 contracts
Samples: Receivables Sale Agreement (Spherion Corp), Receivables Sale Agreement (Spherion Corp)
Protection of Ownership Interests of Buyer. (a) Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (Buyer, the Agent or its assigns) any Managing Agent may reasonably request, to perfect, protect or more fully evidence the interest interests of Buyer hereunder in the Receivables, the Related Security and the interests of the Administrative Agent, the Managing Agents and the PurchasersCollections, or to enable Buyer (Buyer, the Agent or its assigns) any Managing Agent to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after that a Termination Event or an Amortization Event has occurred and is continuing, Buyer, the occurrence of the Amortization Date, Buyer (Agent or its assigns) may or shallany Managing Agent may, at the written direction of the Required Managing AgentsOriginator’s sole cost and expense, direct Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator fails to perform any of its obligations hereunder, Buyer (or its assignsthe Agent as Buyer’s assignee) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.1(d)6.2. Originator irrevocably authorizes Buyer (and its assignsthe Agent as Buyer’s assignee) at any time and from time to time in the sole and absolute discretion of Buyer (or its assignsthe Agent as Buyer’s assignee), and appoints Buyer (and its assignsthe Agent as Buyer’s assignee) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator (i) to authorize and/or execute on behalf of Originator as debtor and to file financing or continuation statements and amendments thereto necessary or desirable in Buyer’s (or its assigns’the Agent’s as Buyer’s assignee) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security Security, and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assignsthe Agent as Buyer’s assignee) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The .
(c) Upon the later of (x) the termination of this Agreement and (y) the date upon which all Receivables transferred hereunder have been collected in full, Buyer agrees that it (shall deliver and, where applicable, execute and its assigns) shall not exercise endorse such agreements, documents and instruments evidencing or effecting the rights under release of the foregoing appointment except after security interests, liens and other Adverse Claims created pursuant to this Agreement as may be reasonably requested and prepared from time to time by the occurrence Originator and during the continuance of an Amortization Eventreasonably acceptable to Buyer.
Appears in 2 contracts
Samples: Receivables Sale Agreement (Timken Co), Receivables Sale Agreement (Timken Co)
Protection of Ownership Interests of Buyer. (a) Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersReceivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datea Termination Event, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsOriginator’s sole cost and expense, direct Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator fails to perform any of its obligations hereunderunder Section 13.3(a) of the Purchase Agreement and notice of such failure is given to Originator, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.1(d)6.2. Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator (i) to authorize and/or execute on behalf of Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, Receivables originated by Originator and the associated Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the such Receivables, the Related Security and the Collections. Buyer shall provide Originator with copies of any such filings. This appointment is coupled with an interest and is irrevocable. The If Originator fails to perform any of its obligations hereunder: (A) Originator hereby authorizes Buyer (or its assigns) to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of Originator, in such form and in such offices as Buyer (or any of its assigns) reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer (or its assigns) hereunder, (B) Originator acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Administrator (as Buyer’s assignee), consenting to the form and its assignssubstance of such filing or recording document, and (C) shall not exercise Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the rights under Administrator (as Buyer’s assign) in connection with the foregoing appointment except after perfection of the occurrence and during ownership or security interests in favor of Buyer or the continuance of an Amortization EventAdministrator (as Buyer’s assign).
Appears in 2 contracts
Samples: Receivables Sale Agreement (Amerisourcebergen Corp), Receivables Sale Agreement (Amerisourcebergen Corp)
Protection of Ownership Interests of Buyer. (a) Originator Each Seller agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the Purchasersits assigns therein, or to enable Buyer (or its assigns) to exercise and enforce their all rights and remedies afforded to any Transferee hereunder. Without limiting At any time following the foregoing, Originator shall, upon the request earlier to occur of Buyer (a Termination Event or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that an Amortization Event: Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Date, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentsapplicable Seller's sole cost and expense, direct Originator each Seller to notify the Obligors of Receivables transferred by it of the ownership interests of Buyer under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables transferred by it be made directly to Buyer or its designee.
(b) If Originator any Seller fails to perform any of its obligations hereunder, :
(i) Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by Originator such Seller as provided in Section 6.1(d). Originator 6.2;
(ii) Each Seller irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator such Seller (iA) to authorize and/or execute (if necessary) on behalf of Originator such Seller as debtor and to file (with or, to the extent permitted by applicable law, without signatures) financing or continuation statements necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, Receivables transferred by such Seller and the associated Related Security and the Collections and (iiB) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in such Receivables. The appointment under the Receivables, the Related Security and the Collections. This appointment foregoing clause (ii) is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 2 contracts
Samples: Receivables Sale Agreement (Bowater Inc), Receivables Sale Agreement (Bowater Inc)
Protection of Ownership Interests of Buyer. (a) Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirablenecessary, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder Purchaser Interests with respect to Receivables, the Collections and the interests of the Administrative Agent, the Managing Agents and the PurchasersRelated Security, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after upon the occurrence of a Termination Event and during the Amortization Datecontinuation thereof, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsOriginator’s sole cost and expense, direct Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s (or such assigns’) reasonable out-of-pocket costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.1(d)6.2. Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(s)-in-fact, to act on behalf of Originator (i) following a failure on the part of Originator to authorize and/or execute the financing statements referred to below on its own behalf, to execute on behalf of Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 2 contracts
Samples: Receivables Sale Agreement (Johnsondiversey Inc), Receivables Sale Agreement (Johnsondiversey Holdings Inc)
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirablenecessary, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersReceivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentssuch Originator's sole cost and expense, direct such Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-in-fact, to act on behalf of Originator (i) to authorize and/or execute on behalf of Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The .
(c) Each Originator (i) hereby authorizes Buyer (or its assigns) to file financing statements and other filing or recording documents with respect to the Receivables, Related Security and Collections(including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of such Originator, in such form and in such offices as Buyer (or any of its assigns) reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer (or its assigns) hereunder, (ii) acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables, Related Security and Collections (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Agent (as Buyer's assignee), consenting to the form and its assignssubstance of such filing or recording document, and (iii) shall not exercise approves, authorizes and ratifies any filings or recordings made by or on behalf of the rights under Agent (as Buyer's assign) in connection with the foregoing appointment except after perfection of the occurrence and during ownership or security interests in favor of Buyer or the continuance of an Amortization EventAgent (as Buyer's assign).
Appears in 1 contract
Samples: Receivables Sale Agreement (Allied Waste Industries Inc)
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersPurchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentsapplicable Originator's sole cost and expense, direct such Originator to notify the Obligors of Receivables originated by such Originator of the ownership interests of Buyer 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 Buyer or its designee. Such Originator shall, at the request of Buyer (or its assigns) withhold the identity of Buyer in any such notification.
(b) If either Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by the applicable Originator as provided in Section 6.1(d)7.2. Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(es)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of such Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections as a financing statement in such offices as Buyer (or its assigns) in its sole and absolute discretion deems necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.Receivables and
Appears in 1 contract
Samples: Annual Report
Protection of Ownership Interests of Buyer. (a) Originator Morningstar agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersPurchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shallMorningstar will, upon the request of Buyer (or its assigns), execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interestsinterest of Buyer (or such Purchaser Interests). At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsMorningstar's sole cost and expense, direct Originator Morningstar to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator Morningstar fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by Originator Morningstar as provided in Section 6.1(d)6.2. Originator Morningstar irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator Morningstar (i) to authorize and/or execute on behalf of Originator Morningstar as debtor and to file financing or continuation statements (and amendments thereto and assignments thereof) necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assignsauthorization set forth in the second sentence of this Section 7.3(b) shall not exercise is intended to meet all requirements for authorization by a debtor under Article 9 of any applicable enactment of the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization EventUCC, including without limitation, Section 9-509 thereof.)
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the Purchasersits assigns therein, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting At any time following the foregoing, Originator shall, upon the request earlier to occur of Buyer (a Termination Event or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that an Amortization Event: Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Date, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentssuch Originator's sole cost and expense, direct such Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunder, :
(i) Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by such Originator as provided in Section 6.1(d). 6.2;
(ii) each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (iA) to authorize and/or execute on behalf of such Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, Receivables Originated By such Originator and the associated Related Security (except for Excluded Items) and the Collections and (iiB) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in such Receivables. The appointment under the Receivables, the Related Security and the Collections. This appointment foregoing clause (ii) is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Originator NSI Georgia agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or the Agent, as its assignsassignee) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersReceivable Interests, or to enable Buyer (or the Agent, as its assignsassignee) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datewhen a Termination Event Exists, Buyer (or the Agent, as its assignsassignee) may or shallmay, at the written direction of the Required Managing AgentsNSI Georgia's sole cost and expense, direct Originator NSI Georgia to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator NSI Georgia fails to perform any of its obligations hereunder, Buyer (or the Agent, as its assignsassignee) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s 's (or such assigns’') actual and reasonable costs and expenses incurred in connection therewith shall be payable by Originator NSI Georgia as provided in Section 6.1(d)6.2. Originator NSI Georgia irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or the Agent, as its assignsassignee), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator NSI Georgia (i) to authorize and/or execute on behalf of Originator NSI Georgia as debtor and to file financing or continuation statements necessary or desirable in Buyer’s 's (or the Agent, as its assigns’assignee') sole and absolute discretion reasonable opinion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Receivables and associated Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or the Agent, as its assignsassignee) in its sole and absolute discretion deems their reasonable opinion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The From and after July 1, 2001: (A) NSI Georgia hereby authorizes Buyer (and the Agent, as its assignee) to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of NSI Georgia, in such form and in such offices as Buyer (or any of its assigns) reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer (and the Agent, as its assignee) hereunder, (B) NSI Georgia acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Agent (as Buyer's assignee), consenting to the form and its assignssubstance of such filing or recording document, and (C) shall not exercise NSI Georgia approves, authorizes and ratifies any filings or recordings made by or on behalf of the rights under Agent (as Buyer's assign) in connection with the foregoing appointment except after perfection of the occurrence and during ownership or security interests in favor of Buyer or the continuance of an Amortization EventAgent (as Buyer's assign).
Appears in 1 contract
Samples: Receivables Sale and Contribution Agreement (National Service Industries Inc)
Protection of Ownership Interests of Buyer. (a) The Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assignsthe Administrative Agent, as Buyer’s collateral assignee) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersReceivables Interests, or to enable Buyer (or its assignsor, following the occurrence and during the continuance of an Amortization Event, the Administrative Agent, as Buyer’s collateral assignee) to exercise and enforce their its (or their) rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsOriginator’s sole cost and expense, direct the Originator to notify the Obligors of Receivables originated or serviced by it of the ownership interests of Buyer 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 Buyer or its designee.
(b) If the Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by the Originator as provided in Section 6.1(d)6.2. The Originator irrevocably authorizes Buyer (and, from and its assignsafter the occurrence and during the continuance of an Amortization Event, the Administrative Agent, as Buyer’s collateral assignee) at any time and from time to time in the sole and absolute discretion of Buyer (or its assignsthe Administrative Agent), and appoints Buyer (and, from and its assignsafter the occurrence and during the continuance of an Amortization Event, the Administrative Agent) as its attorney-inattorney(ies)-in-fact, to act on behalf of the Originator (i) to authorize and/or execute on behalf of the Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the ownership interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assignsor, as applicable, the Administrative Agent) in its sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersPurchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after Upon the occurrence an during the continuance of a Termination Event hereunder or of an Amortization Event under the Amortization DatePurchase Agreement, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentsapplicable Originator's sole cost and expense, direct such Originator to notify the Obligors of Receivables of such Originator of the ownership interests of Buyer 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 Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by such Originator as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of such Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersPurchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shallwill, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such intereststhe interest of Buyer hereunder and the Purchaser Interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsOriginator’s sole cost and expense, direct Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.1(d)6.2. Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator (i) to authorize and/or execute on behalf of Originator as debtor and to file financing or continuation statements (and amendments thereto and assignments thereof) necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, Related Security, Collections and all other property sold to Buyer hereunder or under the Related Security Existing RSA, other than any of the foregoing which have previously been released by the Buyer and its assigns (the Collections collateral in which Buyer continues to maintain an interest, the “Sold Property”) and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the ReceivablesSold Property. Such financing statements may describe the Sold Property in the same manner as described herein or may contain an indication or description of collateral that describes such Sold Property (which may describe the collateral as set forth in Exhibit VI) as Buyer (or its assigns) may determine, in its sole discretion, is reasonably necessary or advisable to ensure the Related Security and perfection of the Collectionssecurity interest in the Sold Property granted to Buyer in connection herewith. This The authorization by Originator set forth above is intended to meet all requirements for authorization by a debtor under Article 9 of any applicable enactment of the UCC, including, without limitation, Section 9-509 thereof. The foregoing appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Each ------------------------------------------ Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assignsthe Collateral Agent or any Managing Agent, as Buyer's assignee) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersPurchaser Interests, or to enable Buyer (or its assignsthe Collateral Agent or any Managing Agent, as Buyer's assignee) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assignsthe Collateral Agent or any Managing Agent, as Buyer's assignee) may or shallmay, at the written direction of the Required Managing Agentseach Originator's sole cost and expense, direct such Originator to notify the Obligors of Receivables of the ownership interests of Buyer and its assigns under this Agreement and the other Transaction Documents and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to Buyer or its designeedesignee (or the Collateral Agent or any Managing Agent, as Buyer's assignee, for the benefit of the Purchasers).
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assignsthe Collateral Agent or any Managing Agent, as Buyer's assignee) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s (or such assigns’) the costs and expenses incurred by Buyer (or the Collateral Agent or any Managing Agent, as Buyer's assignee) in connection therewith shall be payable by such Originator as provided in Section 6.1(d)6.2. Each Originator ----------- irrevocably authorizes Buyer (and its assignsor the Collateral Agent or any Managing Agent, as Buyer's assignee) at any time and from time to time in the sole and absolute discretion of Buyer (or its assignsthe Collateral Agent or any Managing Agent, as Buyer's assignee), and appoints Buyer (and its assignsthe Collateral Agent and each Managing Agent, as Buyer's assignees) as its attorney-inattorney(s)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of such Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s the sole discretion of Buyer (or its assigns’the Collateral Agent or any Managing Agent, as Buyer's assignee) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assignsthe Collateral Agent or any Managing Agent, as Buyer's assignee) in its sole and absolute discretion deems necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and (solely in relation to such Originator) the interests of the Administrative Agent, the Managing Agents and the PurchasersPurchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their its (or their) rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after that an Originator ceases to be a sub-servicer for the occurrence of Servicer under the Amortization DatePurchase Agreement, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentssuch Originator’s sole cost and expense, direct such Originator to notify the Obligors of Receivables originated or serviced by it of the ownership interests of Buyer 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 Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by such Originator as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of such Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersReceivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing; provided, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documentshowever, that may unless and until an Amortization Event or an Unmatured Amortization Event has occurred, none of the Originators shall be necessary required to take any actions to establish, maintain or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interestsperfect the Buyer's ownership interest in the Related Security other than the filing of financing statements under the UCC of all appropriate jurisdictions. At any time after During the occurrence and continuance of the an Unmatured Amortization Dateor an Amortization Event, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentsrelated Originator's sole cost and expense, direct such Originator to notify the Obligors of Receivables of the ownership interests of Buyer under this Agreement Agreement. During the occurrence and continuance of an Unmatured Amortization or an Amortization Event, Buyer (or its assigns) may also direct any Originator (and if any Originator fails to do so) Buyer (or its assigns) may direct that payments of all amounts due or that become due under any or all Receivables be made directly to an account specified by the Buyer or its designeedesignee which may be an account of the Buyer (or its assigns).
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) upon notice to such Originator perform, or cause performance of, such obligations, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by such Originator as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of such Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Receivables and associated Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The .
(A) Each Originator hereby authorizes Buyer (or its assigns) to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of such Originator, in such form and in such offices as Buyer (or any of its assigns) reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer (or its assigns) hereunder, (B) each Originator acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Agent (as Buyer's assignee), consenting to the form and its assignssubstance of such filing or recording document, and (C) shall not exercise each Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the rights under Agent (as Buyer's assign) in connection with the foregoing appointment except after perfection of the occurrence and during ownership or security interests in favor of Buyer or the continuance of an Amortization EventAgent (as Buyer's assign).
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersPurchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their its (or their) rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentsapplicable Originator’s sole cost and expense, direct such Originator to notify the Obligors of Receivables originated or serviced by it of the ownership interests of Buyer 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 Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by such Originator as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of such Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of Asset Portfolio transferred pursuant to the Administrative Agent, the Managing Agents and the PurchasersPurchase Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, each Originator shallwill, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interestsinterest of Buyer (or such Asset Portfolio). At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentsapplicable Originator’s sole cost and expense, direct such Originator to notify the Obligors of Receivables of such Originator of the ownership interests of Buyer 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 Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Originator the Originators as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of such Originator as debtor and to file financing or continuation statements (and amendments thereto and assignments thereof) necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of BuyerXxxxx’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assignsauthorization by each Originator set forth in the second sentence of this Section 7.3(b) shall not exercise is intended to meet all requirements for authorization by a debtor under Article 9 of any applicable enactment of the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization EventUCC, including without limitation, Section 9-509 thereof.
Appears in 1 contract
Samples: Receivables Sale Agreement (Patterson Companies, Inc.)
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest interests of the Buyer hereunder and the interests of Purchaser Interests under the Administrative Agent, the Managing Agents and the PurchasersPurchase Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after Upon the occurrence and during the continuation of the an Amortization DateEvent, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentssuch Originator's sole cost and expense, direct such Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by such Originator as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of file financing statements identifying such Originator as debtor and to file financing or continuation statements seller necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 1 contract
Samples: Receivables Sale Agreement (Insight Enterprises Inc)
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersReceivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentssuch Originator's sole cost and expense, direct such Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) ), after delivery of notice to such Originator (which notice shall not be required after the occurrence of a Termination Event), perform, or cause performance of, such obligations, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by such Originator as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of such Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, Receivables originated by such Originator and the associated Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the such Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Each Originator hereby authorizes Buyer agrees that it (and or its assigns) shall not exercise to file financing statements and other filing or recording documents with respect to the rights under Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the foregoing appointment except after signature or other authorization of such Originator, in such form and in such offices as Buyer (or any of its assigns) reasonably determines appropriate to perfect or maintain the occurrence perfection of the ownership or security interests of Buyer (or its assigns) hereunder, and during each Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the continuance Agent (as Buyer's assignee) in connection with the perfection of an Amortization Eventthe ownership or security interests in favor of Buyer or the Agent (as Buyer's assignee).
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersPurchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their its (or their) rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of an "Amortization Event" under and as defined in the Amortization DatePurchase Agreement, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentsapplicable Originator's sole cost and expense, direct such Originator to notify the Obligors of Receivables originated or serviced by it of the ownership interests of Buyer 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 Buyer or its designee.
(b) If an Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by such Originator as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of such Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assignsthe Administrative Agent, as Buyer’s collateral assignee) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersPurchaser Interests, or to enable Buyer (or its assignsor, following the occurrence and during the continuance of an Amortization Event, the Administrative Agent, as Xxxxx’s collateral assignee) to exercise and enforce their its (or their) rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentsapplicable Originator’s sole cost and expense, direct such Originator to notify the Obligors of Receivables originated or serviced by it of the ownership interests of Buyer 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 Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by such Originator as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and, from and its assignsafter the occurrence and during the continuance of an Amortization Event, the Administrative Agent, as Xxxxx’s collateral assignee) at any time and from time to time in the sole and absolute discretion of Buyer (or its assignsthe Administrative Agent), and appoints Buyer (and, from and its assignsafter the occurrence and during the continuance of an Amortization Event, the Administrative Agent) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of such Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the ownership interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assignsor, as applicable, the Administrative Agent) in its sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of BuyerXxxxx’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees Confidentiality. 765800784 14448925 23 4871-5521-5052, v.3
(a) Each of the parties hereto shall maintain and shall cause each of its employees and officers to maintain the confidentiality of the Fee Letters and the other confidential or proprietary information with respect to the Originators, the Administrative Agent, the Purchasers and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that such party and its officers and employees may disclose such information (i) to such party’s external accountants and attorneys and (ii) as required by any applicable law, regulation or order of any judicial or administrative proceeding provided that each party shall use commercially reasonable efforts to ensure, to the extent permitted given the circumstances, that any such information which is so disclosed is kept confidential.
(b) Anything herein to the contrary notwithstanding, each Originator hereby consents to the disclosure of any nonpublic information with respect to it (i) to the Administrative Agent and its assignseach of the Purchasers, (ii) to any prospective or actual assignee or participant of the Administrative Agent or any of the Purchasers, and (iii) to any rating agency, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to a Purchaser or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which any of the Purchasers acts as the administrative agent or administrator and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, provided each such Person is advised of the confidential nature of such information and, in the case of a Person described in clause (ii) above, agrees to be bound by the provisions of this Section 7.4. In addition, the Administrative Agent and each Purchaser may disclose any such nonpublic information pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law) although each of them shall not exercise use commercially reasonable efforts to ensure, to the rights under extent permitted given the foregoing appointment except after the occurrence and during the continuance of an Amortization Eventcircumstances, that any such information which is so disclosed is kept confidential.
Appears in 1 contract
Samples: Receivables Sale Agreement (RPM International Inc/De/)
Protection of Ownership Interests of Buyer. (a) Originator IPCO agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersReceivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsIPCO’s sole cost and expense, direct Originator IPCO to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator IPCO fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Originator IPCO as provided in Section 6.1(d)6.2. Originator IPCO irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator IPCO (i) to authorize and/or execute on behalf of Originator IPCO as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Receivables and associated Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The IPCO hereby authorizes Buyer (or its assigns) to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of IPCO, in such form and in such offices as Buyer (or any of its assigns) reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer (or its assigns) hereunder. IPCO acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Agent (as Buyer’s assignee), consenting to the form and its assignssubstance of such filing or recording document. IPCO approves, authorizes and ratifies any filings or recordings made by or on behalf of the Administrative Agent (as Buyer’s ultimate assign) shall not exercise in connection with the rights under perfection of the foregoing appointment except after ownership or security interests in favor of Buyer or the occurrence and during the continuance of an Amortization EventAdministrative Agent (as Buyer’s ultimate assign).
Appears in 1 contract
Samples: Receivables Sale and Contribution Agreement (International Paper Co /New/)
Protection of Ownership Interests of Buyer. (a) Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest interests of Buyer hereunder in the Receivables, the Related Security and the interests of the Administrative Agent, the Managing Agents and the PurchasersCollections, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsOriginator’s sole cost and expense, direct Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.1(d)6.2. Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and Originator hereby appoints Buyer (and its assigns) as its attorney-inattorney(es)-in-fact, to act on behalf of Originator (i) to authorize and/or execute on behalf of Originator as debtor and to file financing or continuation statements and amendments thereto necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
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Protection of Ownership Interests of Buyer. 765800784 14448925 23 4871-5521-5052, v.3
(a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assignsthe Administrative Agent, as Buyer’s collateral assignee) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersPurchaser Interests, or to enable Buyer (or its assignsor, following the occurrence and during the continuance of an Amortization Event, the Administrative Agent, as Xxxxx’s collateral assignee) to exercise and enforce their its (or their) rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentsapplicable Originator’s sole cost and expense, direct such Originator to notify the Obligors of Receivables originated or serviced by it of the ownership interests of Buyer 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 Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by such Originator as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and, from and its assignsafter the occurrence and during the continuance of an Amortization Event, the Administrative Agent, as Xxxxx’s collateral assignee) at any time and from time to time in the sole and absolute discretion of Buyer (or its assignsthe Administrative Agent), and appoints Buyer (and, from and its assignsafter the occurrence and during the continuance of an Amortization Event, the Administrative Agent) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of such Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the ownership interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assignsor, as applicable, the Administrative Agent) in its sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of BuyerXxxxx’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 1 contract
Samples: Receivables Purchase Agreement (RPM International Inc/De/)
Protection of Ownership Interests of Buyer. (a) Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder in the Receivables and the interests of the Administrative Agent, the Managing Agents related Collections and the PurchasersRelated Security, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsOriginator's sole cost and expense, direct Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) ), after delivery of notice to Originator (which notice shall not be required after the occurrence of a Termination Event), perform, or cause performance of, such obligations, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.1(d)6.2. Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator (i) to authorize and/or execute on behalf of Originator as debtor and to file financing or continuation statements, financing change statements and other registrations necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, Receivables and the associated Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement, financing change statement or other registration with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement, financing change statement or other registration in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the such Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Originator hereby authorizes Buyer agrees that it (and or its assigns) shall not exercise to file financing statements, financing change statements and other filing or recording documents with respect to the rights under Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the foregoing appointment except after signature or other authorization of Originator, in such form and in such offices as Buyer (or any of its assigns) reasonably determines appropriate to perfect or maintain the occurrence perfection of the ownership interests of Buyer (or its assigns) hereunder, and during Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the continuance Agent (as Buyer's assignee) in connection with the perfection of an Amortization Eventthe ownership interests in favor of Buyer or the Agent (as Buyer's assignee).
Appears in 1 contract
Samples: Canadian Receivables Sale Agreement (Wolverine Tube Inc)
Protection of Ownership Interests of Buyer. (a) Originator Seller agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be reasonably necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, for the Managing Agents and benefit of the PurchasersPurchasers under the Receivables Purchase Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assignsSubject to Section 14.4(a) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization DateReceivables Purchase Agreement, at any time, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsSeller’s sole cost and expense, direct Originator Seller to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(bi) If Originator Seller fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Originator Seller as provided in Section 6.1(d)6.2. Originator Seller irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator Seller (i) to authorize and/or execute on behalf of Originator Seller as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Receivables and Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The From and after July 1, 2001: (A) Seller hereby authorizes Buyer (and the Agent, as Buyer’s assignee) to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of Seller, in such form and in such offices as the Buyer or any of its assigns reasonably determines appropriate to perfect or maintain the perfection of the security interest of Buyer and its assigns hereunder, (B) Seller acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Agent (as Buyer’s assignee), consenting to the form and its assignssubstance of such filing or recording document, and (C) shall not exercise Seller approves, authorizes and ratifies any filings or recordings made by or on behalf of the rights under Agent (as Buyer’s assignee) in connection with the foregoing appointment except after perfection of the occurrence and during security interest in favor of Buyer or the continuance of an Amortization EventAgent (as Buyer’s assignee).
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersReceivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after following the occurrence of the a Potential Amortization DateEvent or an Amortization Event, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentssuch Originator's sole cost and expense, direct such Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by such Originator as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of such Originator as debtor (if necessary) and to file financing or continuation statements necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, Receivables originated by such Originator and the associated Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the such Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Fisher Scientific International Inc)
Protection of Ownership Interests of Buyer. (a) Originator Transferor agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest interests of Buyer hereunder in the Transferred Receivables, the Related Security, the Collections, the Lockbox and the interests of the Administrative Agent, the Managing Agents and the PurchasersLockbox Account, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsTransferor’s sole cost and expense, direct Originator Transferor to notify the Obligors of Transferred Receivables of the ownership interests of Buyer under this Agreement and may also direct that payments of all amounts due or that become due under any or all Transferred Receivables be made directly to Buyer or its designee.
(b) If Originator Transferor fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Originator Transferor as provided in Section 6.1(d)6.02. Originator Transferor irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(es)-in-fact, to act on behalf of Originator Transferor (i) to authorize and/or execute on behalf of Originator Transferor as debtor and to file financing or continuation statements and amendments thereto necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Transferred Receivables, the Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Transferred Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Transferred Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the Purchasershereunder, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsOriginator's sole cost and expense, direct Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.1(d)6.2. Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator (i) to authorize and/or execute on behalf of Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, Receivables originated by such Originator and the associated Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the such Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The From and after July 1, 2001: (A) Originator hereby authorizes Buyer (or its assigns) to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of Originator, in such form and in such offices as Buyer (or any of its assigns) reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer (or its assigns) hereunder, (B) Originator acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Administrative Agent (as Buyer's assignee), consenting to the form and its assignssubstance of such filing or recording document, and (C) shall not exercise Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the rights under Administrative Agent (as Buyer's assign) in connection with the foregoing appointment except after perfection of the occurrence and during ownership or security interests in favor of Buyer or the continuance of an Amortization EventAdministrative Agent (as Buyer's assign).
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersPurchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, each Originator shallwill, upon the request of Buyer (or its assigns), execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interestsinterest of Buyer (or such Purchaser Interests). At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentsapplicable Originator's sole cost and expense, direct such Originator to notify the Obligors of Receivables of such Origina tor of the ownership interests of Buyer 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 Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance perfor mance of, such obligations, and Buyer’s 's (or such assigns’') costs and expenses xxxxnses incurred in connection therewith shall be payable by Originator the Originators as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of such Originator as debtor and to file financing or continuation statements (and amendments AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT thereto and assignments thereof) necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assignsauthorization set forth in the second sentence of this Section 7.3(b) shall not exercise is intended to meet all requirements for authorization by a debtor under Article 9 of any applicable enactment of the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization EventUCC, including without limitation, Section 9-509 thereof.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersSecured Parties, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, each Originator shallwill, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence and during the continuation of the Amortization Datea Termination Event, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsOriginators’ cost and expense, direct any Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunder, under this Section 8.3:
(i) Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Originator the Originators, jointly and severally, as provided in Section 6.1(d). 6.1;
(ii) each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (iA) to authorize and/or and execute on behalf of such Originator as debtor and to file financing or continuation statements (and amendments thereto and assignments thereof) necessary or desirable in Buyer’s (or its assigns’) sole and or absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, Receivables and the associated Related Security and the Collections and (iiB) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of BuyerXxxxx’s interests in such Receivables. The appointment under the Receivables, the Related Security and the Collections. This appointment foregoing clause (ii) is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under authorization by each Originator set forth in the foregoing appointment except after clause (ii) is intended to meet all requirements for authorization by a debtor under Article 9 of any applicable enactment of the occurrence and during the continuance of an Amortization EventUCC, including, without limitation, Section 9-509 thereof.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersPurchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after during the occurrence continuance of the Amortization Datea Potential Termination Event, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsOriginator's sole cost and expense, direct Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.1(d)6.2. Originator irrevocably ----------- authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator (i) to authorize and/or execute on behalf of Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 1 contract
Samples: Receivables Sale Agreement (Graybar Electric Co Inc)
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersReceivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentsapplicable Originator’s sole cost and expense, direct such Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by such Originator as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of such Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Receivables and associated Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The .
(A) Each Originator hereby authorizes Buyer (or its assigns) to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of such Originator, in such form and in such offices as Buyer (or any of its assigns) reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer (or its assigns) hereunder, (B) each Originator acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Administrative Agent (as Buyer’s assignee), consenting to the form and its assignssubstance of such filing or recording document, and (C) shall not exercise each Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the rights under Administrative Agent (as Buyer’s assign) in connection with the foregoing appointment except after perfection of the occurrence and during ownership or security interests in favor of Buyer or the continuance of an Amortization EventAdministrative Agent (as Buyer’s assign).
Appears in 1 contract
Samples: Receivables Sale Agreement (Louisiana Pacific Corp)
Protection of Ownership Interests of Buyer. (a) Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersPurchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shallwill, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such intereststhe interest of Buyer hereunder and the Purchaser Interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsOriginator's sole cost and expense, direct Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.1(d)6.2. Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator (i) to authorize and/or execute on behalf of Originator as debtor and to file financing or continuation statements (and amendments thereto and assignments thereof) necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assignsauthorization by Originator set forth in the second sentence of this Section 7.3(b) shall not exercise is intended to meet all requirements for authorization by a debtor under Article 9 of any applicable enactment of the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization EventUCC, including, without limitation, Section 9-509 thereof.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Originator Seller agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assignsBuyer's Assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersReceivables, or to enable Buyer (or its assignsBuyer's Assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence or during the continuation of the an Amortization DateEvent, Buyer (or its assignsBuyer's Assigns) may or shallmay, at the written direction of the Required Managing AgentsSeller's sole cost and expense, direct Originator Seller to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator Seller or Custodian fails to perform any of its obligations hereunderhereunder or under any other Transaction Document, Buyer (or its assignsBuyer's Assigns) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by Originator Seller as provided in Section 6.1(d)6.2. Originator Seller irrevocably authorizes Buyer (and its assignsBuyer's Assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assignsBuyer's Assigns), and appoints Buyer (and its assignsBuyer's Assigns) as its attorney-inattorney(es)-in-fact, to act on behalf of Originator Seller (i) to authorize and/or execute on behalf of Originator Seller as debtor and to file financing or continuation statements Financing Statements necessary or desirable in Buyer’s 's (or its assigns’Buyer's Assigns') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assignsBuyer's Assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it .
(and its assignsc) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of If, at any time following an Amortization Event, in connection with the sale, liquidation or disposition by the Agent, any Purchaser or any Servicer of any Receivables, Timeshare Interests or other Related Security, it is necessary to obtain any license or to register or qualify any such Person or any such collateral under any applicable law or regulation, Seller shall, at its expense, take all actions that may be necessary or desirable, or that the Agent or any Investor Agent may reasonably request, to assist in any such licensing, registration or qualification, and the Seller shall reimburse the Agent, each Purchaser and any such Servicer (other than TWRI or any Affiliate thereof) for any fees, costs or expenses incurred thereby.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersReceivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence and during the continuance of the Amortization Datea Termination Event, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentseach Originator’s sole cost and expense, direct such Originator to notify the Obligors of Receivables originated by such Originator of the ownership interests of Buyer 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 Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunderunder Section 13.3(a) of the Purchase Agreement, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Originator the Originators as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of such Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security Receivables originated by such Originator and the Collections other Purchased Assets and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security Receivables and the Collections other Purchased Assets as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security such Receivables and the Collectionsother Purchased Assets. Buyer shall provide each Originator with copies of any such filings. This appointment is coupled with an interest and is irrevocable. The If any Originator fails to perform any of its obligations hereunder: (A) such Originator hereby authorizes Buyer (or its assigns) to file financing statements and other filing or recording documents with respect to the Receivables and other Purchased Assets (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of such Originator, in such form and in such offices as Buyer (or any of its assigns) reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer (or its assigns) hereunder, (B) such Originator acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or other Purchased Assets (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Agent (as Buyer’s assignee), consenting to the form and its assignssubstance of such filing or recording document, and (C) shall not exercise such Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the rights under Agent (as Buyer’s assign) in connection with the foregoing appointment except after perfection of the occurrence and during ownership or security interests in favor of Buyer or the continuance of an Amortization EventAgent (as Buyer’s assign).
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Originator Seller agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assignsthe Agent or any Managing Agent, as Buyer’s assignees) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersPurchaser Interests, or to enable Buyer (or its assignsthe Agent or any Managing Agent, as Buyer’s assignees) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assignsfollowing the occurrence of an Amortization Event, the Agent, or any Managing Agent, as Buyer’s assignees) may or shallmay, at the written direction of the Required Managing AgentsSeller’s sole cost and expense, direct Originator Seller to notify the Obligors of Receivables of the ownership interests of Buyer and its assigns under this Agreement and the other Transaction Documents and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to Buyer or its designeedesignee (or the Agent or any Managing Agent, as Buyer’s assignee).
(b) If Originator Seller fails to perform any of its obligations hereunder, Buyer (or its assignsthe Agent or any Managing Agent, as Buyer’s assignees) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s (or such assigns’) the costs and expenses incurred by Buyer (or the Agent or any Managing Agent, as Buyer’s assignees) in connection therewith shall be payable by Originator Seller as provided in Section 6.1(d)6.2. Originator Seller irrevocably authorizes Buyer (and its assignsthe Agent or any Managing Agent, as Buyer’s assignees) at any time and from time to time in the sole and absolute discretion of Buyer (or its assignsthe Agent or any Managing Agent, as Buyer’s assignees), and appoints Buyer (and its assignsthe Agent and each Managing Agent, as Buyer’s assignees) as its attorney-inattorney(s)-in-fact, to act on behalf of Originator Seller (i) to authorize and/or execute on behalf of Originator Seller as debtor and to file financing or continuation statements necessary or desirable in the sole discretion of Buyer (or the Agent or any Managing Agent, as Buyer’s (or its assigns’assignees) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assignsthe Agent or any Managing Agent, as Buyer’s assignees) in its sole and absolute discretion deems necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 1 contract
Samples: Receivables Sale Agreement (Anixter International Inc)
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirablenecessary, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersReceivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentssuch Originator's sole cost and expense, direct such Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-in-fact, to act on behalf of Originator (i) to authorize and/or execute on behalf of Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The .
(c) Each Originator (i) hereby authorizes Buyer (or its assigns) to file financing statements and other filing or recording documents with respect to the Receivables, Related Security and Collections (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of such Originator, in such form and in such offices as Buyer (or any of its assigns) reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer (or its assigns) hereunder, (ii) acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables, Related Security and Collections (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Agent (as Buyer's assignee), consenting to the form and its assignssubstance of such filing or recording document, and (iii) shall not exercise approves, authorizes and ratifies any filings or recordings made by or on behalf of the rights under Agent (as Buyer's assign) in connection with the foregoing appointment except after perfection of the occurrence and during ownership or security interests in favor of Buyer or the continuance of an Amortization EventAgent (as Buyer's assign).
Appears in 1 contract
Samples: Receivables Sale Agreement (Allied Waste Industries Inc)
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersReceivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing; provided, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documentshowever, that may unless and until an Amortization Event or an Unmatured Amortization Event has occurred, none of the Originators shall be necessary required to take any actions to establish, maintain or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interestsperfect the Buyer’s ownership interest in the Related Security other than the filing of financing statements under the UCC of all appropriate jurisdictions. At any time after During the occurrence and continuance of the an Unmatured Amortization Dateor an Amortization Event, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentsrelated Originator’s sole cost and expense, direct such Originator to notify the Obligors of Receivables of the ownership interests of Buyer under this Agreement Agreement. During the occurrence and continuance of an Unmatured Amortization or an Amortization Event, Buyer (or its assigns) may also direct any Originator (and if any Originator fails to do so) Buyer (or its assigns) may direct that payments of all amounts due or that become due under any or all Receivables be made directly to an account specified by the Buyer or its designeedesignee which may be an account of the Buyer (or its assigns).
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assignsand Administrator, as Buyer’s assignee) may (but shall not be required to) upon notice to such Originator perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by such Originator as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and its assignsAdministrator, as Buyer’s assignee) at any time and from time to time in the sole and absolute discretion of Buyer (or its assignssuch assignee), and appoints Buyer (and its assignssuch assignee) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute (if required) on behalf of such Originator as debtor or seller and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’such assignee’s) sole and absolute discretion to perfect and to maintain the perfection and priority of the ownership interest of Buyer in the Receivables, the Receivables and associated Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assignsAdministrator, as Buyer’s assignee) in its sole and absolute discretion deems necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests ownership interest in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The .
(A) Each Originator hereby authorizes Buyer (and Administrator, as Buyer’s assignee) to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without further authorization of such Originator, in such form and in such offices as Buyer (or such assignee) reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer (and Administrator, as Buyer’s assignee) hereunder, (B) each Originator acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Administrator (as Buyer’s assignee), consenting to the form and its assignssubstance of such filing or recording document, and (C) shall not exercise each Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the rights under Administrator (as Buyer’s assignee) in connection with the foregoing appointment except after perfection of the occurrence and during ownership or security interests in favor of Buyer or the continuance of an Amortization EventAdministrator (as Buyer’s assignee).
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Originator Each of the Originators agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the Purchasersits assigns therein, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting At any time following the foregoing, Originator shall, upon the request earlier to occur of Buyer (a Termination Event or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that an Amortization Event: Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Date, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentseach Originator's sole cost and expense, direct such Originator to notify the Obligors of Receivables originated by such Originator of the ownership interests of Buyer under this Agreement and may also direct that payments of all amounts due or that become due under any or all such Receivables be made directly to Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunder:
(i) with not less than ten (10) days' prior written notice (or, if such 10-days would have the effect of extending the cure period, if any, applicable to any Originator's nonperformance, such shorter period of prior written notice as would not cause such an extension), Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by such Originator as provided in Section 6.1(d). 6.2;
(ii) such Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (iA) to authorize and/or execute on behalf of such Originator as debtor (if the debtor's signature is required) and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections as a financing statement in such offices as Buyer (or its assigns) in its sole and absolute discretion deems necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.to
Appears in 1 contract
Samples: Receivables Sale and Contribution Agreement (Choicepoint Inc)
Protection of Ownership Interests of Buyer. (a) Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assignsthe Agent or any Managing Agent, as Buyer's assignees) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersPurchaser Interests, or to enable Buyer (or its assignsthe Agent or any Managing Agent, as Buyer's assignees) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assignsfollowing the occurrence of an Amortization Event, the Agent, or any Managing Agent, as Buyer's assignees) may or shallmay, at the written direction of the Required Managing AgentsOriginator's sole cost and expense, direct Originator to notify the Obligors of Receivables of the ownership interests of Buyer and its assigns under this Agreement and the other Transaction Documents and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to Buyer or its designeedesignee (or the Agent or any Managing Agent, as Buyer's assignee).
(b) If Originator fails to perform any of its obligations hereunder, Buyer (or its assignsthe Agent or any Managing Agent, as Buyer's assignees) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s (or such assigns’) the costs and expenses incurred by Buyer (or the Agent or any Managing Agent, as Buyer's assignees) in connection therewith shall be payable by Originator as provided in Section 6.1(d)6.2. Originator irrevocably authorizes Buyer (and its assignsthe Agent or any Managing Agent, as Buyer's assignees) at any time and from time to time in the sole and absolute discretion of Buyer (or its assignsthe Agent or any Managing Agent, as Buyer's assignees), and appoints Buyer (and its assignsthe Agent and each Managing Agent, as Buyer's assignees) as its attorney-inattorney(s)-in-fact, to act on behalf of Originator (i) to authorize and/or execute on behalf of Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s the sole discretion of Buyer (or its assigns’the Agent or any Managing Agent, as Buyer's assignees) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assignsthe Agent or any Managing Agent, as Buyer's assignees) in its sole and absolute discretion deems necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 1 contract
Samples: Receivables Sale Agreement (Anixter International Inc)
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersPurchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, each Originator shallwill, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interestsinterest of Buyer (or such Purchaser Interests). At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentsapplicable Originator's sole cost and expense, direct such Originator to notify the RECEIVABLES SALE AGREEMENT Obligors of Receivables of such Originator of the ownership interests of Buyer 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 Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by Originator the Originators as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of such Originator as debtor and to file financing or continuation statements (and amendments thereto and assignments thereof) necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assignsauthorization by each Originator set forth in the second sentence of this Section 7.3(b) shall not exercise is intended to meet all requirements for authorization by a debtor under Article 9 of any applicable enactment of the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization EventUCC, including without limitation, Section 9-509 thereof.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Each Originator ------------------------------------------ agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) the Collateral Agent may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersReceivable Interests, or to enable Buyer (or its assignsthe Collateral Agent, as Buyer's assignee) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assignsthe Collateral Agent, as Buyer's assignee) may or shallmay, at the written direction of the Required Managing Agentseach Originator's sole cost and expense, direct such Originator to notify the Obligors of Receivables of the ownership interests of Buyer and its assigns under this Agreement and the other Transaction Documents and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to Buyer or its designeedesignee (or the Collateral Agent, as Buyer's assignee, for the benefit of the Purchasers).
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assignsthe Collateral Agent, as Buyer's assignee) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s (or such assigns’) the costs and expenses incurred by Buyer (or the Collateral Agent, as Buyer's assignee) in connection therewith shall be payable by such Originator as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and its assignsor the ----------- Collateral Agent, as Buyer's assignee) at any time and from time to time in the sole and absolute discretion of Buyer (or its assignsthe Collateral Agent, as Buyer's assignee), and appoints Buyer (and its assignsthe Collateral Agent, as Buyer's assignee) as its attorney-inattorney(s)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of such Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s the sole discretion of Buyer (or its assigns’the Collateral Agent, as Buyer's assignee) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assignsthe Collateral Agent, as Buyer's assignee) in its sole and absolute discretion deems necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The If any Originator fails to perform any of its obligations hereunder: (A) such Originator hereby authorizes Buyer (or its assigns) to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of such Originator, in such form and in such offices as Buyer (or any of its assigns) reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer (or its assigns) hereunder, (B) such Originator acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Collateral Agent (as Buyer's assignee), consenting to the form and its assignssubstance of such filing or recording document, and (C) shall not exercise such Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the rights under Collateral Agent (as Buyer's assignee) in connection with the foregoing appointment except after perfection of the occurrence and during ownership or security interests in favor of Buyer or the continuance of an Amortization EventCollateral Agent (as Buyer's assignee).
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Originator Existing Owner agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest interests of Buyer hereunder and in the interests of the Administrative AgentExisting Receivables, the Managing Agents and Related Security, the Purchasers, Collections or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsExisting Owner’s sole cost and expense, direct Originator Existing Owner to notify the Obligors of Existing Receivables of the ownership interests of Buyer under this Agreement and may also direct that payments of all amounts due or that become due under any or all Existing Receivables be made directly to Buyer or its designee.
(b) If Originator Existing Owner fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Originator Existing Owner as provided in Section 6.1(d)6.02. Originator Existing Owner irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(es)-in-fact, to act on behalf of Originator Existing Owner (i) to authorize and/or execute on behalf of Originator Existing Owner as debtor and to file financing or continuation statements and amendments thereto necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Existing Receivables, the Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Existing Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Existing Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 1 contract
Samples: Receivables Sale and Assignment Agreement (Gehl Co)
Protection of Ownership Interests of Buyer. (a) Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersPurchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shallwill, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such intereststhe interest of Buyer hereunder and the Purchaser Interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsOriginator’s sole cost and expense, direct Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.1(d)6.2. Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator (i) to authorize and/or execute on behalf of Originator as debtor and to file financing or continuation statements (and amendments thereto and assignments thereof) necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, Related Security, Collections and all other property sold to Buyer hereunder or under the Related Security Existing RSA, other than any of the foregoing which have previously been released by the Buyer and its assigns (the Collections collateral in which Buyer continues to maintain an interest, the “Sold Property”) and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, Sold Property. Such financing statements may describe the Related Security and Sold Property in the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.same
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersReceivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsOriginator's sole cost and expense, direct Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.1(d)6.2. Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns)Buyer, and appoints Buyer (and its assigns) as its attorney-inattorney(s)-in-fact, to act on behalf of Originator (i) to authorize and/or execute on behalf of Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) 's sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Receivables and associated Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The .
(i) Originator hereby authorizes Buyer to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of Originator, in such form and in such offices as Buyer reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer hereunder, (ii) Originator acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or, other than filings with respect to any Permitted Claims, the Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Agent (as Buyer's assignee), consenting to the form and its assignssubstance of such filing or recording document, and (iii) shall not exercise Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the rights under Agent (as Buyer's assign) in connection with the foregoing appointment except after perfection of the occurrence and during ownership or security interests in favor of Buyer or the continuance of an Amortization EventAgent (as Buyer's assign).
Appears in 1 contract
Samples: Receivables Sale Agreement (PPL Electric Utilities Corp)
Protection of Ownership Interests of Buyer. (a) Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents Receivable Interest and the PurchasersContributed Interest, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsOriginator’s sole cost and expense, direct Originator to notify the Obligors of Pool Receivables of the ownership interests of Buyer under this Agreement and may also also, at any time after the occurrence and continuation of a Termination Event, direct that payments of all amounts due or that become due under any or all Pool Receivables be made directly to Buyer or its designee.
(b) If Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.1(d)6.2. Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator (i) to authorize and/or to, after the occurrence and continuance of a Termination Event execute on behalf of Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Pool Receivables and (ii) after the occurrence and continuance of a Termination Event, to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security Receivable Interest and the Collections Contributed Interest as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests interest in the Receivables, the Related Security Receivable Interest and the CollectionsContributed Interest. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 1 contract
Samples: Receivable Interest Sale Agreement (Ferrellgas Partners Finance Corp)
Protection of Ownership Interests of Buyer. (a) Originator ASP agrees that from time to time, at its expense, it shall will promptly execute (if required), deliver and deliver authorize the filing of all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or the Agent, as its assignsassignee) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersReceivable Interests, or to enable Buyer (or the Agent, as its assignsassignee) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datewhen a Termination Event Exists, Buyer (or the Agent, as its assignsassignee) may or shallmay, at the written direction of the Required Managing AgentsASP’s sole cost and expense, direct Originator ASP to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator ASP fails to perform any of its obligations hereunder, Buyer (or the Agent, as its assignsassignee) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) actual and reasonable costs and expenses incurred in connection therewith shall be payable by Originator ASP as provided in Section 6.1(d)6.2. Originator ASP irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or the Agent, as its assignsassignee), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator ASP (i) to authorize and/or execute on behalf of Originator ASP as debtor and to file the filing of financing or continuation statements necessary or desirable in Buyer’s (or the Agent, as its assignsassignee’) sole and absolute discretion reasonable opinion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Receivables and associated Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or the Agent, as its assignsassignee) in its sole and absolute discretion deems their reasonable opinion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The From and after July 1, 2001: (A) ASP hereby authorizes Buyer (and the Agent, as its assignee) to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of ASP, in such form and in such offices as Buyer (or any of its assigns) reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer (and the Agent, as its assignee) hereunder, (B) ASP acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Agent (as Buyer’s assignee), consenting to the form and its assignssubstance of such filing or recording document, and (C) shall not exercise ASP approves, authorizes and ratifies any filings or recordings made by or on behalf of the rights under Agent (as Buyer’s assign) in connection with the foregoing appointment except after perfection of the occurrence and during ownership or security interests in favor of Buyer or the continuance of an Amortization EventAgent (as Buyer’s assign).
Appears in 1 contract
Samples: Receivables Sale and Contribution Agreement (Acuity Brands Inc)
Protection of Ownership Interests of Buyer. (a) Originator Each Transferor agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests interest of the Administrative Agent, Agent (on behalf of the Managing Agents Lenders) under the Credit and the PurchasersSecurity Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentssuch Transferor’s sole cost and expense, direct Originator such Transferor to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator any Transferor fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Originator such Transferor as provided in Section 6.1(d)6.2. Originator Each Transferor irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns)Buyer, and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator such Transferor (i) to authorize and/or execute on behalf of Originator such Transferor as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, Receivables originated by such Transferor and the associated Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the such Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The If any Transferor fails to perform any of its obligations hereunder: (A) such Transferor hereby authorizes Buyer to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of such Transferor, in such form and in such offices as Buyer reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer hereunder, (B) such Transferor acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Administrative Agent, consenting to the form and its assignssubstance of such filing or recording document, and (C) shall not exercise such Transferor approves, authorizes and ratifies any filings or recordings made by or on behalf of the rights under Administrative Agent in connection with the foregoing appointment except after perfection of the occurrence and during ownership or security interests in favor of Buyer or the continuance of an Amortization EventAdministrative Agent, respectively.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Originator Each Transferor agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests interest of the Administrative Agent, Agent (on behalf of the Managing Agents Lenders) under the Credit and the PurchasersSecurity Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentssuch Transferor’s sole cost and expense, direct Originator such Transferor to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator any Transferor fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Originator such Transferor as provided in Section 6.1(d)6.2. Originator Each Transferor irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns)Buyer, and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator such Transferor (i) to authorize and/or execute on behalf of Originator such Transferor as debtor and to file financing statements or continuation statements other applicable recording documents necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, Receivables originated by such Transferor and the associated Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement or other applicable recording document with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement or as otherwise applicable in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the such Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The If any Transferor fails to perform any of its obligations hereunder: (A) such Transferor hereby authorizes Buyer to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of such Transferor, in such form and in such offices as Buyer reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer hereunder, (B) such Transferor acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Administrative Agent, consenting to the form and its assignssubstance of such filing or recording document, and (C) shall not exercise such Transferor approves, authorizes and ratifies any filings or recordings made by or on behalf of the rights under Administrative Agent in connection with the foregoing appointment except after perfection of the occurrence and during ownership or security interests in favor of Buyer or the continuance of an Amortization EventAdministrative Agent, respectively.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Originator Each Transferor agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests interest of the Administrative Agent, Agent (on behalf of the Managing Agents Lenders) under the Credit and the PurchasersSecurity Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentssuch Transferor's sole cost and expense, direct Originator such Transferor to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator any Transferor fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by Originator such Transferor as provided in Section 6.1(d)6.2. Originator Each Transferor irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator such Transferor (i) to authorize and/or execute on behalf of Originator such Transferor as debtor and to file financing or continuation statements necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, Receivables originated by such Transferor and the associated Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the such Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The From and after July 1, 2001, if any Transferor fails to perform any of its obligations hereunder: (A) such Transferor hereby authorizes Buyer (or its assigns) to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of such Transferor, in such form and in such offices as Buyer (or any of its assigns) reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer (or its assigns) hereunder, (B) such Transferor acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Administrative Agent (as Buyer's assignee), consenting to the form and its assignssubstance of such filing or recording document, and (C) shall not exercise such Transferor approves, authorizes and ratifies any filings or recordings made by or on behalf of the rights under Administrative Agent (as Buyer's assign) in connection with the foregoing appointment except after perfection of the occurrence and during ownership or security interests in favor of Buyer or the continuance of an Amortization EventAdministrative Agent (as Buyer's assign).
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest interests of Buyer hereunder in the Qualified Receivables, the Related Security, the Collections, the Lockbox and the interests of the Administrative Agent, the Managing Agents and the PurchasersLockbox Account, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsOriginator’s sole cost and expense, direct Originator to notify the Obligors of Qualified Receivables of the ownership interests of Buyer under this Agreement and may also direct that payments of all amounts due or that become due under any or all Qualified Receivables be made directly to Buyer or its designee.
(b) If Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.1(d)6.02. Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(es)-in-fact, to act on behalf of Originator (i) to authorize and/or execute on behalf of Originator as debtor and to file financing or continuation statements and amendments thereto necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Qualified Receivables, the Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Qualified Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Qualified Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 1 contract
Samples: Receivables Sale Agreement (Gehl Co)
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or reasonably desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest interests of the Buyer hereunder and the interests of Purchaser Interests under the Administrative Agent, the Managing Agents and the PurchasersPurchase Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shall, at the written direction of the Required Managing Agentsmay, direct an Originator to notify the Obligors of Receivables originated by it, at such Originator's expense, of the ownership interests of Buyer 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 Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by such Originator as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of such Originator as debtor and to file financing statements identifying such Originator as debtor or continuation statements seller necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's and its assigns' interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 1 contract
Samples: Receivables Sale Agreement (Lennox International Inc)
Protection of Ownership Interests of Buyer. (a) Originator Each Transferor agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests interest of the Administrative Agent, Agent (on behalf of the Managing Agents Lenders) under the Credit and the PurchasersSecurity Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentssuch Transferor’s sole cost and expense, direct Originator such Transferor to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator any Transferor fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Originator such Transferor as provided in Section 6.1(d)6.2. Originator Each Transferor irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator such Transferor (i) to authorize and/or execute on behalf of Originator such Transferor as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, Receivables originated by such Transferor and the associated Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the such Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The From and after July 1, 2001, if any Transferor fails to perform any of its obligations hereunder: (A) such Transferor hereby authorizes Buyer (or its assigns) to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of such Transferor, in such form and in such offices as Buyer (or any of its assigns) reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer (or its assigns) hereunder, (B) such Transferor acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Administrative Agent (as Buyer’s assignee), consenting to the form and its assignssubstance of such filing or recording document, and (C) shall not exercise such Transferor approves, authorizes and ratifies any filings or recordings made by or on behalf of the rights under Administrative Agent (as Buyer’s assign) in connection with the foregoing appointment except after perfection of the occurrence and during ownership or security interests in favor of Buyer or the continuance of an Amortization EventAdministrative Agent (as Buyer’s assign).
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersPurchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after Upon the occurrence an during the continuance of a Termination Event hereunder or of an -26- 30 Amortization Event under the Amortization DatePurchase Agreement, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentsapplicable Originator's sole cost and expense, direct Originator to notify the Obligors of Receivables of Originator of the ownership interests of Buyer 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 Buyer or its designee.
(ba) If Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.1(d)6.2. Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator (i) to authorize and/or execute on behalf of Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's (or its assigns') interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assignsauthorization set forth in the second sentence of this Section 7.3(b) shall not exercise is intended to meet all requirements for authorization by a debtor under Article 9 of any applicable enactment of the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization EventUCC, including, without limitation, Section 9-509 thereof.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest sale of Buyer hereunder the Receivables and the interests of the Administrative Agent, the Managing Agents Collections and the PurchasersRelated Security therefor, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of an Amortization Event under the Amortization DatePurchase Agreement, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentsapplicable Originator’s sole cost and expense, direct such Originator to notify the Obligors of Receivables originated by such Originator of the ownership interests of Buyer 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 Buyer or its designee. Such Originator shall, at the request of Buyer (or its assigns) withhold the identity of Buyer in any such notification.
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by the applicable Originator as provided in Section 6.1(d)7.2. Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(es)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of such Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersPurchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their its (or their) rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence and during the continuation of the an Amortization DateEvent or Potential Amortization Event, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentsapplicable Originator’s sole cost and expense, direct such Originator to notify the Obligors of Receivables originated or serviced by it of the ownership interests of Buyer 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 Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by such Originator as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of such Originator as debtor and to file financing statements or continuation statements (and amendments thereto and assignments thereof) necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assignsauthorization by each Originator set forth in the second sentence of this Section 7.3(b) shall not exercise is intended to meet all requirements for authorization by a debtor under Article 9 of any applicable enactment of the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization EventUCC, including, without limitation, Section 9-509 thereof.
Appears in 1 contract
Samples: Receivables Sale Agreement (Ralcorp Holdings Inc /Mo)
Protection of Ownership Interests of Buyer. (a) Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirablenecessary, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder Purchaser Interests with respect to Receivables, the Collections and the interests of the Administrative Agent, the Managing Agents and the PurchasersRelated Security, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after upon the occurrence of an Amortization Event and during the Amortization Datecontinuation thereof, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsOriginator’s sole cost and expense, direct Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s (or such assigns’) reasonable out-of-pocket costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.1(d)6.2. Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer to the full extent permitted by law (and its assigns) as its attorneyincluding for purposes of Section 9-in-fact, to act on behalf 509 of Originator (ithe Uniform Commercial Code or any similar law then in effect) to authorize and/or execute on behalf of Originator as debtor and file any financing statements determined to file financing or continuation statements be necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections as a financing statement in such offices as Buyer (or its assigns) in its sole and absolute discretion deems necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise in the rights under the foregoing appointment except after the occurrence Receivables, Related Security and during the continuance of an Amortization EventCollections.
Appears in 1 contract
Samples: Receivables Sale Agreement (Johnsondiversey Holdings Inc)
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersPurchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentssuch Originator's sole cost and expense, direct such Originator to notify the Obligors of Receivables originated by it of the ownership interests of Buyer 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 Buyer or its designee.
(b) If an Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by such Originator as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 1 contract
Samples: Receivables Sale Agreement (American Commercial Lines LLC)
Protection of Ownership Interests of Buyer. (a) The Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) reasonably may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the Purchasers(or its assigns) hereunder, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsOriginator’s sole cost and expense, direct the Originator to notify the Obligors of Receivables Transferred Assets of the ownership interests of Buyer under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables Transferred Assets be made directly to Buyer or its designee.
(b) If the Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by the Originator as provided in Section 6.1(d)6.2. The Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of the Originator (i) to authorize and/or execute execute, if required, on behalf of the Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, Transferred Assets originated by the Related Security and the Collections Originator and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Transferred Assets as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collectionssuch Transferred Assets. This appointment is coupled with an interest and is irrevocable. The If the Originator fails to perform any of its obligations hereunder: (A) the Originator hereby authorizes Buyer (or its assigns) to file financing statements and other filing or recording documents with respect to the Transferred Assets and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of the Originator, in such form and in such offices as Buyer (or any of its assigns) reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer (or its assigns) hereunder, (B) the Originator acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Transferred Assets or Related Security (and including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Buyer (or its assigns), consenting to the form and substance of such filing or recording document, and (C) shall not exercise the rights under Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the foregoing appointment except after Buyer’s assigns in connection with the occurrence and during perfection of the continuance ownership or security interests in favor of an Amortization EventBuyer or the Buyer’s assigns.
Appears in 1 contract
Samples: Receivables Sale Agreement (Universal Health Services Inc)
Protection of Ownership Interests of Buyer. (a) Originator Each Originator, jointly and severally, agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the Purchasersits assigns therein, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting At any time following the foregoing, Originator shall, upon the request earlier to occur of Buyer (a Termination Event or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that an Amortization Event: Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Date, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsOriginators' sole cost and expense, direct each Originator to notify the Obligors of Receivables originated by it of the ownership interests of Buyer under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables originated by it be made directly to Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunder, :
(i) Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by Originator the Originators, jointly and severally, as provided in Section 6.1(d). 6.2;
(ii) each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (iA) to authorize and/or execute (if necessary) on behalf of such Originator as debtor and to file (with or, to the extent permitted by applicable law, without signatures) financing or continuation statements necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, Receivables and the associated Related Security and the Collections and (iiB) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in such Receivables. The appointment under the Receivables, the Related Security and the Collections. This appointment foregoing clause (ii) is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 1 contract
Samples: Receivables Sale Agreement (Us Xpress Enterprises Inc)
Protection of Ownership Interests of Buyer. (a) Originator Each Transferor agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests interest of the Administrative Agent, Agent (on behalf of the Managing Agents Lenders) under the Credit and the PurchasersSecurity Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence and during the continuance of the Amortization Datea Termination Event, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentssuch Transferor’s sole cost and expense, direct Originator such Transferor to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator any Transferor fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Originator such Transferor as provided in Section 6.1(d)6.2. Originator Each Transferor irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator such Transferor (i) to authorize and/or execute on behalf of Originator such Transferor as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, Receivables originated by such Transferor and the associated Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of BuyerXxxxx’s interests in the such Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The From and after July 1, 2001, if any Transferor fails to perform any of its obligations hereunder: (A) such Transferor hereby authorizes Buyer (or its assigns) to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of such Transferor, in such form and in such offices as Buyer (or any of its assigns) reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer (or its assigns) hereunder, (B) such Transferor acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Administrative Agent (as Xxxxx’s assignee), consenting to the form and its assignssubstance of such filing or recording document, and (C) shall not exercise such Transferor approves, authorizes and ratifies any filings or recordings made by or on behalf of the rights under Administrative Agent (as Buyer’s assign) in connection with the foregoing appointment except after perfection of the occurrence and during ownership or security interests in favor of Xxxxx or the continuance of an Amortization EventAdministrative Agent (as Xxxxx’s assign), respectively.
Appears in 1 contract
Samples: Omnibus Amendment (WestRock Co)
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersReceivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datea Termination Event, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentssuch Originator’s sole cost and expense, direct such Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunderunder Section 13.3(a) of the Purchase Agreement and notice of such failure is given to Originator, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by such Originator as provided in Section 6.1(d)6.2. Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of such Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, Receivables originated by such Originator and the associated Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in such Receivables. Buyer shall provide the Receivables, the Related Security and the Collectionsapplicable Originator with copies of any such filings. This appointment is coupled with an interest and is irrevocable. The If any Originator fails to perform any of its obligations hereunder: (A) such Originator hereby authorizes Buyer (or its assigns) to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of such Originator, in such form and in such offices as Buyer (or any of its assigns) reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer (or its assigns) hereunder, (B) such Originator acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Administrator (as Buyer’s assignee), consenting to the form and its assignssubstance of such filing or recording document, and (C) shall not exercise such Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the rights under Administrator (as Buyer’s assign) in connection with the foregoing appointment except after perfection of the occurrence and during ownership or security interests in favor of Buyer or the continuance of an Amortization EventAdministrator (as Buyer’s assign).
Appears in 1 contract
Samples: Receivables Sale Agreement (Amerisourcebergen Corp)
Protection of Ownership Interests of Buyer. (a) Originator IPFS agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersReceivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsIPFS’s sole cost and expense, direct Originator IPFS to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator IPFS fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Originator IPFS as provided in Section 6.1(d)6.2. Originator IPFS irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator IPFS (i) to authorize and/or execute on behalf of Originator IPFS as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Receivables and associated Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The IPFS hereby authorizes Buyer (or its assigns) to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of IPFS, in such form and in such offices as Buyer (or any of its assigns) reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer (or its assigns) hereunder. IPFS acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Agent (as Buyer’s assignee), consenting to the form and its assignssubstance of such filing or recording document. IPFS approves, authorizes and ratifies any filings or recordings made by or on behalf of the Administrative Agent (as Buyer’s ultimate assign) shall not exercise in connection with the rights under perfection of the foregoing appointment except after ownership or security interests in favor of Buyer or the occurrence and during the continuance of an Amortization EventAdministrative Agent (as Buyer’s ultimate assign).
Appears in 1 contract
Samples: Receivables Sale and Contribution Agreement (International Paper Co /New/)
Protection of Ownership Interests of Buyer. (a) Each Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersReceivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing Agentssuch Originator's sole cost and expense, direct such Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If any Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by such Originator as provided in Section 6.1(d)6.2. Each Originator ----------- irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of such Originator (i) to authorize and/or execute on behalf of such Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, Receivables originated by such Originator and the associated Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the such Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Originator Each Seller agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assignsBuyer's Assigns) may reasonably request, to perfect, protect or more fully evidence the interest ownership interests of Buyer hereunder (and the interests of the Administrative Agent, the Managing Agents and the PurchasersBuyer's Assigns), or to enable Buyer (or its assignsBuyer's Assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence or during the continuation of the an Amortization DateEvent, Buyer (or its assignsBuyer's Assigns) may or shallmay, at the written direction of the Required Managing Agentsrelevant Seller's sole cost and expense, direct Originator such Seller to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator any Seller or Custodian fails to perform any of its obligations hereunderhereunder or under any other Transaction Document, Buyer (or its assignsBuyer's Assigns) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s 's (or such assigns’Buyer's Assigns') costs and expenses incurred in connection therewith shall be payable by Originator the relevant Seller as provided in Section 6.1(d)5.2. Originator Each Seller irrevocably authorizes Buyer (and its assignsBuyer's Assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assignsBuyer's Assigns), and appoints Buyer (and its assignsBuyer's Assigns) as its attorney-inattorney(es)-in-fact, to act on behalf of Originator (i) such Seller to authorize and/or execute on behalf of Originator such Seller as debtor and to file financing or continuation statements Financing Statements as necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections as a financing statement in such offices as Buyer (or its assignsBuyer's Assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it .
(and its assignsc) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of If, at any time following an Amortization Event, in connection with the sale, liquidation or disposition by the Agent, any Purchaser or any Servicer of any Receivables, Vacation Credits or other Related Security, it is necessary to obtain any license or to register or qualify any such Person or any such collateral under any applicable law or regulation, each Seller shall, at its expense, take all actions that may be necessary or desirable, or that the Agent may reasonably request, to assist in any such licensing, registration or qualification, and each Seller shall reimburse the Agent, each Purchaser and any such Servicer (other than TWRI or any Affiliate thereof) for any fees, costs or expenses incurred thereby.
Appears in 1 contract
Samples: Receivables Transfer Agreement (Trendwest Resorts Inc)
Protection of Ownership Interests of Buyer. (a) Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersReceivables, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsOriginator’s sole cost and expense, direct Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.1(d)6.2. Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator (i) to authorize and/or execute on behalf of Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Receivables and associated Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Originator hereby authorizes Buyer (or its assigns) to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of Originator, in such form and in such offices as Buyer (or any of its assigns) reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer (or its assigns) hereunder. Originator acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Administrative Agent (as Buyer’s ultimate assignee), consenting to the form and its assignssubstance of such filing or recording document. Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the Administrative Agent (as Buyer’s ultimate assign) shall not exercise in connection with the rights under perfection of the foregoing appointment except after ownership or security interests in favor of Buyer or the occurrence and during the continuance of an Amortization EventAdministrative Agent (as Buyer’s ultimate assign).
Appears in 1 contract
Samples: Receivables Sale Agreement (International Paper Co /New/)
Protection of Ownership Interests of Buyer. (a) Originator ALG agrees that from time to time, at its expense, it shall will promptly execute (if required), deliver and deliver authorize the filing of all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or the Agent, as its assignsassignee) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersReceivable Interests, or to enable Buyer (or the Agent, as its assignsassignee) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datewhen a Termination Event Exists, Buyer (or the Agent, as its assignsassignee) may or shallmay, at the written direction of the Required Managing AgentsALG’s sole cost and expense, direct Originator ALG to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator ALG fails to perform any of its obligations hereunder, Buyer (or the Agent, as its assignsassignee) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) actual and reasonable costs and expenses incurred in connection therewith shall be payable by Originator ALG as provided in Section 6.1(d)6.2. Originator ALG irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or the Agent, as its assignsassignee), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator ALG (i) to authorize and/or execute on behalf of Originator ALG as debtor and to file the filing of financing or continuation statements necessary or desirable in Buyer’s (or the Agent, as its assignsassignee’) sole and absolute discretion reasonable opinion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, the Receivables and associated Related Security and the Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or the Agent, as its assignsassignee) in its sole and absolute discretion deems their reasonable opinion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The From and after July 1, 2001: (A) ALG hereby authorizes Buyer (and the Agent, as its assignee) to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of ALG, in such form and in such offices as Buyer (or any of its assigns) reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer (and the Agent, as its assignee) hereunder, (B) ALG acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Agent (as Buyer’s assignee), consenting to the form and its assignssubstance of such filing or recording document, and (C) shall not exercise ALG approves, authorizes and ratifies any filings or recordings made by or on behalf of the rights under Agent (as Buyer’s assign) in connection with the foregoing appointment except after perfection of the occurrence and during ownership or security interests in favor of Buyer or the continuance of an Amortization EventAgent (as Buyer’s assign).
Appears in 1 contract
Samples: Receivables Sale and Contribution Agreement (Acuity Brands Inc)
Protection of Ownership Interests of Buyer. (a) Originator agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the Purchasersits assigns therein, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting At any time following the foregoing, Originator shall, upon the request earlier to occur of Buyer (a Termination Event or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that an Amortization Event: Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Date, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsOriginator's sole cost and expense, direct Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) . If Originator fails to perform any of its obligations hereunder, : Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s 's (or such assigns’') costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.1(d). 6.2; Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney-inattorney(ies)-in-fact, to act on behalf of Originator (iA) to authorize and/or execute on behalf of Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s 's (or its assigns’') sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables, Receivables and the associated Related Security (except for Excluded Items) and the Collections and (iiB) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assigns) in its their sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in such Receivables. The appointment under the Receivables, the Related Security and the Collections. This appointment foregoing clause (ii) is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) The Originator agrees that from time to time, at its expense, it shall It will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assignsthe Administrative Agent, as Buyer’s collateral assignee) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the interests of the Administrative Agent, the Managing Agents and the PurchasersReceivables Interests, or to enable Buyer (or its assignsor, following the occurrence and during the continuance of an Amortization Event, the Administrative Agent, as Buyer’s collateral assignee) to exercise and enforce their its (or their) rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Datetime, Buyer (or its assigns) may or shallmay, at the written direction of the Required Managing AgentsOriginator’s sole cost and expense, direct the Originator to notify the Obligors of Receivables originated or serviced by it of the ownership interests of Buyer 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 Buyer or its designee.
(b) If the Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by the Originator as provided in Section 6.1(d)6.2. The Originator irrevocably authorizes Buyer (and, from and its assignsafter the occurrence and during the continuance of an Amortization Event, the Administrative Agent, as Buyer’s collateral assignee) at any time and from time to time in the sole and absolute discretion of Buyer (or its assignsthe Administrative Agent), and appoints Buyer (and, from and its assignsafter the occurrence and during the continuance of an Amortization Event, the Administrative Agent) as its attorney-inattorney(ies)-in-fact, to act on behalf of the Originator (i) to authorize and/or execute on behalf of the Originator as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) sole and absolute discretion to perfect and to maintain the perfection and priority of the ownership interest of Buyer in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as Buyer (or its assignsor, as applicable, the Administrative Agent) in its sole and absolute discretion deems deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Originator Each of the Original Sellers, CMI and Assignor agrees that from time to time, at its expense, it shall will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirablenecessary, or that Buyer (or its assigns) the Agent may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder Purchaser Interests with respect to Receivables, the Collections and the interests of the Administrative Agent, the Managing Agents and the PurchasersRelated Security, or to enable Buyer (or its assigns) the Agent to exercise and enforce their its rights and remedies hereunder. Without limiting the foregoing, Originator shall, upon the request of Buyer (or its assigns), file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments and documents, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or evidence such interests. At any time after the occurrence of the Amortization Date, Buyer (or its assigns) may or shall, at the written direction of the Required Managing Agents, direct Originator to notify the Obligors of Receivables of the ownership interests of Buyer 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 Buyer or its designee.
(b) If Originator fails any of the Original Sellers, CMI or Assignor fail to perform any of its respective obligations hereunder, either Buyer (or its assigns) the Agent may (but shall not be required to) perform, or cause performance of, such obligationsobligation, and Buyer’s (or such assigns’) Table of Contents any reasonable out-of-pocket costs and expenses incurred in connection therewith shall be payable by Originator such Original Seller, CMI or Assignor, as provided in Section 6.1(d)applicable. Originator Each of the Original Sellers, CMI and Assignor irrevocably authorizes authorize each of Buyer (and its assigns) the Agent at any time and from time to time in the sole and absolute discretion of Buyer (or its assigns)such Person, and appoints each of Buyer (and its assigns) the Agent as its attorney-inattorney(es)-in-fact, to act on behalf of Originator Original Sellers, CMI or Assignor (i) following a failure on the part of such Person to authorize and/or execute the applicable financing statements referred to below on its own behalf, to execute on behalf of Originator Original Sellers, CMI or Assignor as debtor and to file financing or continuation statements necessary or desirable in Buyer’s (or its assigns’) Agent’s sole and absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer such Person in the Receivables, the Related Security and the Collections Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables, the Related Security and the Collections Receivables as a financing statement in such offices as either Buyer (or its assigns) in its sole and absolute discretion the Agent deems necessary or reasonably desirable to perfect and to maintain the perfection and priority of Buyersuch Person’s interests in the Receivables, the Related Security and the Collections. This appointment is coupled with an interest and is irrevocable. The Buyer agrees that it (and its assigns) shall not exercise the rights under the foregoing appointment except after the occurrence and during the continuance of an Amortization Event.
Appears in 1 contract
Samples: Receivables Sale and Contribution Agreement (Johnson Polymer Inc)