Protection of Ownership Interests of Buyer. (a) Finance LLC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLC’s sole cost and expense, direct 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 Finance LLC fails to perform any of its obligations hereunder 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 obligation, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC as provided in Section 6.2. Finance LLC irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-in-fact, to act on its behalf (i) to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
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) Finance LLC Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLCOriginator’s sole cost and expense, direct Finance LLC 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 Finance LLC Originator fails to perform any of its obligations hereunder 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 obligation, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Originator as provided in Section 6.2. Finance LLC Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-in-fact, to act on its behalf (i) to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
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) Finance LLC Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interests of the Buyer hereunder and the Purchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any timetime after the occurrence and during the continuation of an Amortization Event under the Purchase Agreement, Buyer (or its assigns) may, at Finance LLCOriginator’s sole cost and expense, direct Finance LLC 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 Finance LLC Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) ), after providing notice to Originator, perform, or cause performance of, such obligation, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Originator as provided in Section 6.2. Finance LLC Originator irrevocably authorizes Buyer (and or its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and or its assigns) as its attorney(es)-inattorney(s)-in-fact, to act on its behalf of Originator (i) to execute on behalf of Originator as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion discretion, after providing notice to Originator, to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
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) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterest of Buyer hereunder and the Asset Portfolio transferred pursuant to the Purchase Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any timeWithout limiting the foregoing, each Originator will, 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 interest of Buyer (or such Asset Portfolio). At any time, Buyer may, at Finance LLCthe applicable Originator’s sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC the Originators as provided in Section 6.2. Finance LLC 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(es)-inattorney(ies)-in-fact, to act on its 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 and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole and absolute discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable. The authorization by each Originator set forth in the second sentence of this Section 7.3(b) 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.
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) Finance LLC Each Transferor agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterest of Buyer hereunder and the interest of the Administrative Agent (on behalf of the Lenders) under the Credit and Security Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLCsuch Transferor’s sole cost and expense, direct Finance LLC 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 Finance LLC any Transferor fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Transferor as provided in Section 6.2. Finance LLC Each Transferor irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Transferor (i) to execute on behalf of such Transferor as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables originated by such Transferor and the associated Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the such Receivables. This appointment is coupled with an interest and is irrevocable. 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 substance of such filing or recording document, and (C) such Transferor approves, authorizes and ratifies any filings or recordings made by or on behalf of the Administrative Agent (as Buyer’s assign) in connection with the perfection of the ownership or security interests in favor of Buyer or the Administrative 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) Finance LLC Originator agrees that from time to time, at its expense, it will 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 Investor Interestsinterest 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 timetime after the occurrence of the Amortization Date, Buyer (or its assigns) maymay or shall, at Finance LLC’s sole cost and expensethe written direction of the Required Managing Agents, direct Finance LLC 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 Finance LLC Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Originator as provided in Section 6.26.1(d). Finance LLC 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(es)-inattorney-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 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 Receivables, the Related Security and the Collections as a financing statement in such offices as Buyer (or its assigns) in their its sole and absolute discretion deem 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) Finance LLC Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirablenecessary, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor InterestsPurchaser Interests with respect to Receivables, the Collections and the Related Security, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any timetime upon the occurrence of a Termination Event and during the continuation thereof, Buyer (or its assigns) may, at Finance LLCOriginator’s sole cost and expense, direct Finance LLC 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 Finance LLC Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s (or such assigns’) reasonable out-of-pocket costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Originator as provided in Section 6.2. Finance LLC Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(s)-in-fact, to act on its behalf of Originator (i) following a failure on the part of Originator to execute the financing statements referred to below on its own behalf, to execute on behalf of Originator as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the ownership interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s ownership interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
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) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterest of Buyer and its assigns therein, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, time following the earlier to occur of a Termination Event or an Amortization Event: Buyer (or its assigns) may, at Finance LLC’s the Originators’ sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer hereunder:
(or its assignsi) of such failure, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC the Originators, jointly and severally, as provided in Section 6.2. Finance LLC ;
(ii) each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Originator (iA) to 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 statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and the associated Related Security and Collections and (iiB) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the such Receivables. This The appointment under the foregoing clause (ii) is coupled with an interest and is irrevocable.
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) Finance LLC Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterest of Buyer hereunder and the interests of the Secured Parties, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator will, 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 timetime after the occurrence and during the continuation of an Event of Termination, Buyer (or its assigns) may, at Finance LLC’s Originator's sole cost and expense, direct Finance LLC 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 Finance LLC Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Originator as provided in Section 6.2. Finance LLC 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(es)-inattorney(ies)-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 (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 and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables Receivables, the Related Security and the Collections as a financing statement in such jurisdictions and in such offices as Buyer (or its assigns) in their sole and absolute discretion 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 authorization by Originator set forth in the second sentence of this Section 7.3(b) 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.
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) Finance LLC Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (Buyer, the Agent or its assigns) any Managing Agent may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterests of Buyer in the Receivables, the Related Security and the Collections, or to enable Buyer (Buyer, the Agent or its assigns) any Managing Agent to exercise and enforce their rights and remedies hereunder. At any timetime that a Termination Event or an Amortization Event has occurred and is continuing, Buyer (Buyer, the Agent or its assigns) any Managing Agent may, at Finance LLCOriginator’s sole cost and expense, direct Finance LLC 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 Finance LLC Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assignsthe Agent as Buyer’s assignee) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Originator as provided in Section 6.2. Finance LLC Originator irrevocably authorizes Buyer (and its assignsthe Agent as Buyer’s assignee) at any time and from time to time in the sole 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(es)-inattorney(ies)-in-fact, to act on its behalf of Originator (i) to execute on behalf of Originator as debtor and to file financing statements and amendments thereto necessary or desirable in Buyer’s (or its assigns’the Agent’s as Buyer’s assignee) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables Receivables, Related Security, and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assignsthe Agent as Buyer’s assignee) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables, Related Security and Collections. This appointment is coupled with an interest and is irrevocable.
(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 shall deliver and, where applicable, execute and endorse such agreements, documents and instruments evidencing or effecting the release of the 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 Originator and reasonably 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) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assignsthe Administrative Agent, as Buyer’s collateral assignee) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Purchaser 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. At any time, Buyer (or its assigns) may, at Finance LLCthe applicable Originator’s sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Originator as provided in Section 6.2. Finance LLC 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 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(es)-inattorney(ies)-in-fact, to act on its behalf of such Originator (i) to execute on behalf of such Originator as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the ownership interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assignsor, as applicable, the Administrative Agent) in their its sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
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) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterest of Buyer hereunder and the interest in the Receivables, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder; provided, however, that unless and until an Amortization Event or an Unmatured Amortization Event has occurred, none of the Originators shall be required to take any actions to establish, maintain or perfect 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 timeDuring the occurrence and continuance of an Unmatured Amortization or an Amortization Event, Buyer (or its assigns) may, at Finance LLCthe related Originator’s sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, 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 obligationobligations, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Originator as provided in Section 6.2. Finance LLC Each Originator irrevocably authorizes Buyer (and its assignsAdministrator, as Buyer’s assignee) at any time and from time to time in the sole discretion of Buyer (or its assignssuch assignee), and appoints Buyer (and its assignssuch assignee) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Originator (i) to execute (if required) on behalf of such Originator as debtor or seller and to file financing statements necessary or desirable in Buyer’s (or its assigns’such assignee’s) sole discretion to perfect and to maintain the perfection and priority of the ownership interest of Buyer in the Receivables and associated Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assignsAdministrator, as Buyer’s assignee) in their its sole discretion deem deems necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests ownership interest in the Receivables. This appointment is coupled with an interest and is irrevocable.
(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 substance of such filing or recording document, and (C) each Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the Administrator (as Buyer’s assignee) in connection with the perfection of the ownership or security interests in favor of Buyer or the Administrator (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) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterest of Buyer hereunder, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator will, 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 may reasonably request, to perfect, protect or evidence such interest of the Buyer hereunder. At any time, Buyer (or its assigns) may, at Finance LLC’s such Originator's sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Originator as provided in Section 6.28.2. Finance LLC Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Originator (i) to execute on behalf of such Originator as debtor and to file financing statements necessary or desirable in Buyer’s 's (or its assigns’') sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables originated by such Originator and the Related Security and 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 as a financing statement in such offices as Buyer (or its assigns) in their its sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the such Receivables. This appointment is coupled with an interest and is irrevocable. The 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 substance 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) in connection with the perfection of the ownership or security interests in favor of Buyer or the Administrative 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) Finance LLC Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Receivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any timetime after the occurrence of a Termination Event, Buyer (or its assigns) may, at Finance LLCOriginator’s sole cost and expense, direct Finance LLC 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 Finance LLC Originator fails to perform any of its obligations hereunder under Section 13.3(a) of the Purchase Agreement and notice of such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failureis given to Originator, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Originator as provided in Section 6.2. Finance LLC Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of Originator (i) to execute on behalf of Originator as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables originated by Originator and the associated Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the such Receivables. Buyer shall provide Originator with copies of any such filings. This appointment is coupled with an interest and is irrevocable. 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 substance of such filing or recording document, and (C) Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the Administrator (as Buyer’s assign) in connection with the perfection of the ownership or security interests in favor of Buyer or the Administrator (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) Finance LLC Each Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterest of Buyer and its assigns therein, or to enable Buyer (or its assigns) to exercise and enforce their all rights and remedies afforded to any Transferee hereunder. At any time, time following the earlier to occur of a Termination Event or an Amortization Event: Buyer (or its assigns) may, at Finance LLC’s the applicable Seller's sole cost and expense, direct Finance LLC 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 Finance LLC any Seller fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer hereunder:
(or its assignsi) of such failure, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Seller as provided in Section 6.2. Finance LLC ;
(ii) Each Seller irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Seller (iA) to execute (if necessary) on behalf of such Seller as debtor and to file (with or, to the extent permitted by applicable law, without signatures) financing statements necessary or desirable in Buyer’s 's (or its assigns’') sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables transferred by such Seller and the associated Related Security and Collections and (iiB) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the such Receivables. This The appointment under the foregoing clause (ii) is coupled with an interest and is irrevocable.
Appears in 2 contracts
Samples: Receivables Sale Agreement (Bowater Inc), Receivables Sale Agreement (Bowater Inc)
Protection of Ownership Interests of Buyer. (a) Finance LLC The Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assignsthe Administrative Agent, as Buyer’s collateral assignee) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Receivables 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. At any time, Buyer (or its assigns) may, at Finance LLCthe Originator’s sole cost and expense, direct Finance LLC 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 Finance LLC the Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC the Originator as provided in Section 6.2. Finance LLC 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 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(es)-inattorney(ies)-in-fact, to act on its behalf of the Originator (i) to execute on behalf of the Originator as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the ownership interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assignsor, as applicable, the Administrative Agent) in their its sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
Appears in 2 contracts
Samples: Receivables Sale Agreement (Convergys Corp), Receivables Sale Agreement (Convergys Corp)
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterests of the Buyer hereunder and the Purchaser Interests under the Purchase Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any timeUpon the occurrence and during the continuation of an Amortization Event, Buyer (or its assigns) may, at Finance LLCsuch Originator’s sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Originator as provided in Section 6.2. Finance LLC Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Originator (i) to file financing statements identifying such Originator as debtor or seller necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
Appears in 2 contracts
Samples: Omnibus Amendment (Insight Enterprises Inc), Receivables Sale Agreement (Insight Enterprises Inc)
Protection of Ownership Interests of Buyer. (a) Finance LLC Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirablenecessary, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor InterestsPurchaser Interests with respect to Receivables, the Collections and the Related Security, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any timetime upon the occurrence of a Termination Event and during the continuation thereof, Buyer (or its assigns) may, at Finance LLCOriginator’s sole cost and expense, direct Finance LLC 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 Finance LLC Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s (or such assigns’) reasonable out-of-pocket costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Originator as provided in Section 6.2. Finance LLC Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(s)-in-fact, to act on its behalf of Originator (i) following a failure on the part of Originator to execute the financing statements referred to below on its own behalf, to execute on behalf of Originator as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
Appears in 2 contracts
Samples: Receivables Sale Agreement (Johnsondiversey Inc), Receivables Sale Agreement (Johnsondiversey Holdings Inc)
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Transferor agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterest of Buyer hereunder and the interest of the Administrative Agent (on behalf of the Lenders) under the Credit and Security Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLCsuch Transferor’s sole cost and expense, direct Finance LLC 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 Finance LLC any Transferor fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Transferor as provided in Section 6.2. Finance LLC Each Transferor irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns)Buyer, and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Transferor (i) to execute on behalf of such Transferor as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables originated by such Transferor and the associated Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the such Receivables. This appointment is coupled with an interest and is irrevocable. 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 substance of such filing or recording document, and (C) such Transferor approves, authorizes and ratifies any filings or recordings made by or on behalf of the Administrative Agent in connection with the perfection of the ownership or security interests in favor of Buyer or the Administrative Agent, respectively.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Finance LLC Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Purchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any timeUpon the occurrence an during the continuance of a Termination Event hereunder or of an -26- 30 Amortization Event under the Purchase Agreement, Buyer (or its assigns) may, at Finance LLC’s the applicable Originator's sole cost and expense, direct Finance LLC 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 Finance LLC Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Originator as provided in Section 6.2. Finance LLC Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of Originator (i) to execute on behalf of Originator as debtor and to file financing statements necessary or desirable in Buyer’s 's (or its assigns’') sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's (or its assigns') interests in the Receivables. This appointment is coupled with an interest and is irrevocable. The authorization set forth in the second sentence of this Section 7.3(b) 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.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Purchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLC’s the applicable Originator's sole cost and expense, direct Finance LLC 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 Finance LLC either Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC the applicable Originator as provided in Section 6.27.2. Finance LLC Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-in-fact, to act on its behalf of such Originator (i) to execute on behalf of such Originator as debtor and to file financing statements necessary or desirable in Buyer’s 's (or its assigns’') sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable.and
Appears in 1 contract
Samples: Annual Report
Protection of Ownership Interests of Buyer. (a) Finance LLC The Originator agrees that from time to time, at its expense, it 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 Investor interest of Buyer hereunder and the Receivables 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. At any time, Buyer (or its assigns) may, at Finance LLCthe Originator’s sole cost and expense, direct Finance LLC 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 Finance LLC the Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC the Originator as provided in Section 6.2. Finance LLC 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 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(es)-inattorney(ies)-in-fact, to act on its behalf of the Originator (i) to execute on behalf of the Originator as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the ownership interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assignsor, as applicable, the Administrative Agent) in their its sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Receivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder; provided, however, that unless and until an Amortization Event or an Unmatured Amortization Event has occurred, none of the Originators shall be required to take any actions to establish, maintain or perfect 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 timeDuring the occurrence and continuance of an Unmatured Amortization or an Amortization Event, Buyer (or its assigns) may, at Finance LLC’s the related Originator's sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) upon notice to such Originator perform, or cause performance of, such obligationobligations, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Originator as provided in Section 6.2. Finance LLC Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Originator (i) to execute on behalf of such Originator as debtor and to file financing statements necessary or desirable in Buyer’s 's (or its assigns’') sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and associated Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
(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 substance of such filing or recording document, and (C) each Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the Agent (as Buyer's assign) in connection with the perfection of the ownership or security interests in favor of Buyer or the Agent (as Buyer's assign).
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Protection of Ownership Interests of Buyer. (a) Finance LLC Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterest of Buyer hereunder and the Receivables, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLCOriginator’s sole cost and expense, direct Finance LLC 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 Finance LLC Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Originator as provided in Section 6.2. Finance LLC Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of Originator (i) to execute on behalf of Originator as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and associated Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable. 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 substance 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) in connection with the perfection of the ownership or security interests in favor of Buyer or the Administrative 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) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Receivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any timetime after the occurrence of a Termination Event, Buyer (or its assigns) may, at Finance LLCsuch Originator’s sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder under Section 13.3(a) of the Purchase Agreement and notice of such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failureis given to Originator, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Originator as provided in Section 6.2. Finance LLC Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Originator (i) to execute on behalf of such Originator as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables originated by such Originator and the associated Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in such Receivables. Buyer shall provide the Receivablesapplicable Originator with copies of any such filings. This appointment is coupled with an interest and is irrevocable. 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 substance of such filing or recording document, and (C) such Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the Administrator (as Buyer’s assign) in connection with the perfection of the ownership or security interests in favor of Buyer or the Administrator (as Buyer’s assign).
Appears in 1 contract
Samples: Receivables Sale Agreement (Amerisourcebergen Corp)
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Receivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLC’s such Originator's sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, 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 obligationobligations, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Originator as provided in Section 6.2. Finance LLC Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Originator (i) to execute on behalf of such Originator as debtor and to file financing statements necessary or desirable in Buyer’s 's (or its assigns’') sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables originated by such Originator and the associated Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the such Receivables. This appointment is coupled with an interest and is irrevocable. 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, and each Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the Agent (as Buyer's assignee) in connection with the perfection of the ownership or security interests in favor of Buyer or the Agent (as Buyer's assignee).
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Protection of Ownership Interests of Buyer. (a) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Receivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLC’s such Originator's sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Originator as provided in Section 6.2. Finance LLC Each Originator ----------- irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Originator (i) to execute on behalf of such Originator as debtor and to file financing statements necessary or desirable in Buyer’s 's (or its assigns’') sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables originated by such Originator and the associated Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the such Receivables. This appointment is coupled with an interest and is irrevocable.
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Protection of Ownership Interests of Buyer. (a) Finance LLC Each Transferor agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterest of Buyer hereunder and the interest of the Administrative Agent (on behalf of the Lenders) under the Credit and Security Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLC’s such Transferor's sole cost and expense, direct Finance LLC 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 Finance LLC any Transferor fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Transferor as provided in Section 6.2. Finance LLC Each Transferor irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Transferor (i) to execute on behalf of such Transferor as debtor and to file financing statements necessary or desirable in Buyer’s 's (or its assigns’') sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables originated by such Transferor and the associated Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the such Receivables. This appointment is coupled with an interest and is irrevocable. 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 substance of such filing or recording document, and (C) such Transferor approves, authorizes and ratifies any filings or recordings made by or on behalf of the Administrative Agent (as Buyer's assign) in connection with the perfection of the ownership or security interests in favor of Buyer or the Administrative Agent (as Buyer's assign).
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Protection of Ownership Interests of Buyer. (a) Finance LLC ALG agrees that from time to time, at its expense, it 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 Investor interest of Buyer hereunder and the Receivable Interests, or to enable Buyer (or the Agent, as its assignsassignee) to exercise and enforce their rights and remedies hereunder. At any timetime when a Termination Event Exists, Buyer (or the Agent, as its assignsassignee) may, at Finance LLCALG’s sole cost and expense, direct Finance LLC 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 Finance LLC ALG fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or the Agent, as its assignsassignee) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s (or such assigns’) actual and reasonable costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC ALG as provided in Section 6.2. Finance LLC ALG irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or the Agent, as its assignsassignee), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of ALG (i) to file authorize on behalf of ALG as debtor the filing of financing statements necessary or desirable in Buyer’s (or the Agent, as its assignsassignee’) sole discretion reasonable opinion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and associated Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or the Agent, as its assignsassignee) in their sole discretion reasonable opinion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable. 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 substance of such filing or recording document, and (C) ALG approves, authorizes and ratifies any filings or recordings made by or on behalf of the Agent (as Buyer’s assign) in connection with the perfection of the ownership or security interests in favor of Buyer or the Agent (as Buyer’s assign).
Appears in 1 contract
Samples: Receivables Sale and Contribution Agreement (Acuity Brands Inc)
Protection of Ownership Interests of Buyer. (a) Finance LLC Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Receivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLC’s Originator's sole cost and expense, direct Finance LLC 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 Finance LLC Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Originator as provided in Section 6.2. Finance LLC Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns)Buyer, and appoints Buyer (and its assigns) as its attorney(es)-inattorney(s)-in-fact, to act on its behalf (i) of Originator to execute on behalf of Originator as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) 's sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) associated Related Security and Collections and to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
(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 substance of such filing or recording document, and (iii) Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the Agent (as Buyer's assign) in connection with the perfection of the ownership or security interests in favor of Buyer or the Agent (as Buyer's assign).
Appears in 1 contract
Samples: Receivables Sale Agreement (PPL Electric Utilities Corp)
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Receivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLCthe applicable Originator’s sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Originator as provided in Section 6.2. Finance LLC Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Originator (i) to execute on behalf of such Originator as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and associated Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
(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 substance of such filing or recording document, and (C) each Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the Administrative Agent (as Buyer’s assign) in connection with the perfection of the ownership or security interests in favor of Buyer or the Administrative Agent (as Buyer’s assign).
Appears in 1 contract
Samples: Receivables Sale Agreement (Louisiana Pacific Corp)
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and (solely in relation to such Originator) the Purchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their its (or their) rights and remedies hereunder. At any timetime that an Originator ceases to be a sub-servicer for the Servicer under the Purchase Agreement, Buyer (or its assigns) may, at Finance LLCsuch Originator’s sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Originator as provided in Section 6.2. Finance LLC Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Originator (i) to execute on behalf of such Originator as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Finance LLC Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterest of Buyer hereunder and the Receivable Interest and the Contributed Interest, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLCOriginator’s sole cost and expense, direct Finance LLC 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 Finance LLC Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Originator as provided in Section 6.2. Finance LLC Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of Originator (i) to, after the occurrence and continuance of a Termination Event execute on behalf of Originator as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the 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 Receivable Interest and the Contributed Interest as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests interest in the ReceivablesReceivable Interest and the Contributed Interest. This appointment is coupled with an interest and is irrevocable.
Appears in 1 contract
Samples: Receivable Interest Sale Agreement (Ferrellgas Partners Finance Corp)
Protection of Ownership Interests of Buyer. (a) Finance LLC ASP agrees that from time to time, at its expense, it 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 Investor interest of Buyer hereunder and the Receivable Interests, or to enable Buyer (or the Agent, as its assignsassignee) to exercise and enforce their rights and remedies hereunder. At any timetime when a Termination Event Exists, Buyer (or the Agent, as its assignsassignee) may, at Finance LLCASP’s sole cost and expense, direct Finance LLC 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 Finance LLC ASP fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or the Agent, as its assignsassignee) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s (or such assigns’) actual and reasonable costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC ASP as provided in Section 6.2. Finance LLC ASP irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or the Agent, as its assignsassignee), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of ASP (i) to file authorize on behalf of ASP as debtor the filing of financing statements necessary or desirable in Buyer’s (or the Agent, as its assignsassignee’) sole discretion reasonable opinion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and associated Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or the Agent, as its assignsassignee) in their sole discretion reasonable opinion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable. 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 substance of such filing or recording document, and (C) ASP approves, authorizes and ratifies any filings or recordings made by or on behalf of the Agent (as Buyer’s assign) in connection with the perfection of the ownership or security interests in favor of Buyer or the Agent (as Buyer’s assign).
Appears in 1 contract
Samples: Receivables Sale and Contribution Agreement (Acuity Brands Inc)
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Transferor agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterest of Buyer hereunder and the interest of the Administrative Agent (on behalf of the Lenders) under the Credit and Security Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLCsuch Transferor’s sole cost and expense, direct Finance LLC 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 Finance LLC any Transferor fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Transferor as provided in Section 6.2. Finance LLC Each Transferor irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns)Buyer, and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Transferor (i) to execute on behalf of such Transferor as debtor and to file financing statements or other applicable recording documents necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables originated by such Transferor and the associated Related Security and 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 as a financing statement or as otherwise applicable in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the such Receivables. This appointment is coupled with an interest and is irrevocable. 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 substance of such filing or recording document, and (C) such Transferor approves, authorizes and ratifies any filings or recordings made by or on behalf of the Administrative Agent in connection with the perfection of the ownership or security interests in favor of Buyer or the Administrative Agent, respectively.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Finance LLC Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterests of Buyer in the Qualified Receivables, the Related Security, the Collections, the Lockbox and the Lockbox Account, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLCOriginator’s sole cost and expense, direct Finance LLC 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 Finance LLC Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Originator as provided in Section 6.26.02. Finance LLC Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-in-fact, to act on its behalf of Originator (i) to execute on behalf of Originator as debtor and to file financing statements and amendments thereto necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables Qualified Receivables, Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Qualified Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Qualified Receivables, Related Security and Collections. This appointment is coupled with an interest and is irrevocable.
Appears in 1 contract
Samples: Receivables Sale Agreement (Gehl Co)
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Receivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder; provided, however, that unless and until an Amortization Event or an Unmatured Amortization Event has occurred, none of the Originators shall be required to take any actions to establish, maintain or perfect 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 timeDuring the occurrence and continuance of an Unmatured Amortization or an Amortization Event, Buyer (or its assigns) may, at Finance LLCthe related Originator’s sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, 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 obligationobligations, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Originator as provided in Section 6.2. Finance LLC Each Originator irrevocably authorizes Buyer (and its assignsAdministrator, as Buyer’s assignee) at any time and from time to time in the sole discretion of Buyer (or its assignssuch assignee), and appoints Buyer (and its assignssuch assignee) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Originator (i) to execute (if required) on behalf of such Originator as debtor or seller and to file financing statements necessary or desirable in Buyer’s (or its assigns’such assignee’s) sole discretion to perfect and to maintain the perfection and priority of the ownership interest of Buyer in the Receivables and associated Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assignsAdministrator, as Buyer’s assignee) in their its sole discretion deem deems necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests ownership interest in the Receivables. This appointment is coupled with an interest and is irrevocable.
(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 substance of such filing or recording document, and (C) each Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the Administrator (as Buyer’s assignee) in connection with the perfection of the ownership or security interests in favor of Buyer or the Administrator (as Buyer’s assignee).
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assignsthe Administrative Agent, as Buyer’s collateral assignee) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Purchaser 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. At any time, Buyer (or its assigns) may, at Finance LLCthe applicable Originator’s sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Originator as provided in Section 6.2. Finance LLC 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 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(es)-inattorney(ies)-in-fact, to act on its behalf of such Originator (i) to execute on behalf of such Originator as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the ownership interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assignsor, as applicable, the Administrative Agent) in their its sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of BuyerXxxxx’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable. 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 each 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 use commercially reasonable efforts to ensure, to the extent permitted given the circumstances, 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) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterests of the Buyer hereunder and the Purchaser Interests under the Purchase Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any timeUpon the occurrence and during the continuation of an Amortization Event, Buyer (or its assigns) may, at Finance LLC’s such Originator's sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Originator as provided in Section 6.2. Finance LLC Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Originator (i) to file financing statements identifying such Originator as debtor or seller necessary or desirable in Buyer’s 's (or its assigns’') sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
Appears in 1 contract
Samples: Receivables Sale Agreement (Insight Enterprises Inc)
Protection of Ownership Interests of Buyer. (a) Finance LLC Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assignsthe Agent or any Managing Agent, as Buyer's assignees) may reasonably request, to perfect, protect or more fully evidence the Investor Purchaser 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. At any time, Buyer (or its assignsfollowing the occurrence of an Amortization Event, the Agent, or any Managing Agent, as Buyer's assignees) may, at Finance LLC’s Originator's sole cost and expense, direct Finance LLC 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 Finance LLC Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, 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 obligation, and Buyer’s (or such assigns’) the costs and expenses reasonably incurred by Buyer (or the Agent or any Managing Agent, as Buyer's assignees) in connection therewith shall be payable by Finance LLC Originator as provided in Section 6.2. Finance LLC 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 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(es)-inattorney(s)-in-fact, to act on its behalf of Originator (i) to execute on behalf of Originator as debtor and to file financing 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 discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assignsthe Agent or any Managing Agent, as Buyer's assignees) in their its sole discretion deem deems necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
Appears in 1 contract
Samples: Receivables Sale Agreement (Anixter International Inc)
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Purchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any timeWithout limiting the foregoing, each Originator will, 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 interest of Buyer (or such Purchaser Interests). At any time, Buyer may, at Finance LLC’s the applicable Originator's sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC the Originators as provided in Section 6.2. Finance LLC 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(es)-inattorney(ies)-in-fact, to act on its 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 and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole and absolute discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables. This appointment is coupled with an interest and is irrevocable. The authorization by each Originator set forth in the second sentence of this Section 7.3(b) 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.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Transferor agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterest of Buyer hereunder and the interest of the Administrative Agent (on behalf of the Lenders) under the Credit and Security Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any timetime after the occurrence and during the continuance of a Termination Event, Buyer (or its assigns) may, at Finance LLCsuch Transferor’s sole cost and expense, direct Finance LLC 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 Finance LLC any Transferor fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Transferor as provided in Section 6.2. Finance LLC Each Transferor irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Transferor (i) to execute on behalf of such Transferor as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables originated by such Transferor and the associated Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of BuyerXxxxx’s interests in the such Receivables. This appointment is coupled with an interest and is irrevocable. 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 substance of such filing or recording document, and (C) such Transferor approves, authorizes and ratifies any filings or recordings made by or on behalf of the Administrative Agent (as Buyer’s assign) in connection with the perfection of the ownership or security interests in favor of Xxxxx or the Administrative Agent (as Xxxxx’s assign), respectively.
Appears in 1 contract
Samples: Omnibus Amendment (WestRock Co)
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterest of Buyer and its assigns therein, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, time following the earlier to occur of a Termination Event or an Amortization Event: Buyer (or its assigns) may, at Finance LLC’s such Originator's sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer hereunder:
(or its assignsi) of such failure, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Originator as provided in Section 6.2. Finance LLC ;
(ii) each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Originator (iA) to execute on behalf of such Originator as debtor and to file financing statements necessary or desirable in Buyer’s 's (or its assigns’') sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables Originated By such Originator and the associated Related Security (except for Excluded Items) and Collections and (iiB) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the such Receivables. This The appointment under the foregoing clause (ii) is coupled with an interest and is irrevocable.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Finance LLC Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterest of Buyer hereunder in the Receivables and the related Collections and Related Security, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLC’s Originator's sole cost and expense, direct Finance LLC 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 Finance LLC Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, 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 obligationobligations, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Originator as provided in Section 6.2. Finance LLC Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of Originator (i) to execute on behalf of Originator as debtor and to file financing statements, financing change statements and other registrations necessary or desirable in Buyer’s 's (or its assigns’') sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and the associated Related Security and 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 as a financing statement, financing change statement or other registration in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the such Receivables. This appointment is coupled with an interest and is irrevocable. Originator hereby authorizes Buyer (or its assigns) to file financing statements, financing change 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 interests of Buyer (or its assigns) hereunder, and Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the Agent (as Buyer's assignee) in connection with the perfection of the 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) Finance LLC Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be reasonably necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterest of Buyer hereunder and the interests of the Agent, for the benefit of the Purchasers under the Receivables Purchase Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At Subject to Section 14.4(a) of the Receivables Purchase Agreement, at any time, Buyer (or its assigns) may, at Finance LLCSeller’s sole cost and expense, direct Finance LLC 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 Finance LLC Seller fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Seller as provided in Section 6.2. Finance LLC Seller irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of Seller (i) to execute on behalf of Seller as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and Related Security and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable. 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 substance of such filing or recording document, and (C) Seller approves, authorizes and ratifies any filings or recordings made by or on behalf of the Agent (as Buyer’s assignee) in connection with the perfection of the security interest in favor of Buyer or the Agent (as Buyer’s assignee).
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Receivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any timetime following the occurrence of a Potential Amortization Event or an Amortization Event, Buyer (or its assigns) may, at Finance LLC’s such Originator's sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Originator as provided in Section 6.2. Finance LLC Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney-in-fact, to act on its behalf of such Originator (i) to execute on behalf of such Originator as debtor (if necessary) and to file financing statements necessary or desirable in Buyer’s 's (or its assigns’') sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables originated by such Originator and the associated Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the such Receivables. This appointment is coupled with an interest and is irrevocable.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Fisher Scientific International Inc)
Protection of Ownership Interests of Buyer. (a) Finance LLC Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterest of Buyer hereunder, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLC’s Originator's sole cost and expense, direct Finance LLC 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 Finance LLC Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Originator as provided in Section 6.2. Finance LLC Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of Originator (i) to execute on behalf of Originator as debtor and to file financing statements necessary or desirable in Buyer’s 's (or its assigns’') sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables originated by such Originator and the associated Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the such Receivables. This appointment is coupled with an interest and is irrevocable. 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 substance of such filing or recording document, and (C) Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the Administrative Agent (as Buyer's assign) in connection with the perfection of the ownership or security interests in favor of Buyer or the Administrative Agent (as Buyer's assign).
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Purchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, each Originator will, upon the request of Buyer (or its assigns), execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and 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 interest of Buyer (or such Purchaser Interests). At any time, Buyer (or its assigns) may, at Finance LLC’s the applicable Originator's sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance perfor mance of, such obligationobligations, and Buyer’s 's (or such assigns’') costs and expenses reasonably xxxxnses incurred in connection therewith shall be payable by Finance LLC the Originators as provided in Section 6.2. Finance LLC Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Originator (i) to 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 discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables. This appointment is coupled with an interest and is irrevocable. The authorization set forth in the second sentence of this Section 7.3(b) 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.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Finance LLC Each of the Originators agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterest of Buyer and its assigns therein, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, time following the earlier to occur of a Termination Event or an Amortization Event: Buyer (or its assigns) may, at Finance LLC’s each Originator's sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and hereunder:
(i) with not less than ten (10) days' prior written notice (or, if such failure shall continue for five Business Days after 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 from Buyer (or its assigns) of as would not cause such failurean extension), Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Originator as provided in Section 6.2. Finance LLC ;
(ii) such Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Originator (iA) to file financing statements necessary or desirable in Buyer’s execute on behalf of such Originator as debtor (or its assigns’if the debtor's signature is required) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable.to
Appears in 1 contract
Samples: Receivables Sale and Contribution Agreement (Choicepoint Inc)
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirablenecessary, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Receivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLC’s such Originator's sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Originator as provided in Section 6.2. Finance LLC Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney-in-fact, to act on its behalf of Originator (i) to execute on behalf of Originator as debtor and to file financing statements necessary or desirable in Buyer’s 's (or its assigns’') sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables Receivables, the Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables, Related Security and Collections. This appointment is coupled with an interest and is irrevocable.
(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 substance of such filing or recording document, and (iii) approves, authorizes and ratifies any filings or recordings made by or on behalf of the Agent (as Buyer's assign) in connection with the perfection of the ownership or security interests in favor of Buyer or the Agent (as Buyer's assign).
Appears in 1 contract
Samples: Receivables Sale Agreement (Allied Waste Industries Inc)
Protection of Ownership Interests of Buyer. (a) Finance LLC Existing Owner agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterests of Buyer in the Existing Receivables, the Related Security, the Collections or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLCExisting Owner’s sole cost and expense, direct Finance LLC 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 Finance LLC Existing Owner fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Existing Owner as provided in Section 6.26.02. Finance LLC Existing Owner irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-in-fact, to act on its behalf of Existing Owner (i) to execute on behalf of Existing Owner as debtor and to file financing statements and amendments thereto necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables Existing Receivables, Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Existing Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Existing Receivables, Related Security and Collections. This appointment is coupled with an interest and is irrevocable.
Appears in 1 contract
Samples: Receivables Sale and Assignment Agreement (Gehl Co)
Protection of Ownership Interests of Buyer. (a) Finance LLC Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Purchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator will, 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 the interest of Buyer hereunder and the Purchaser Interests. At any time, Buyer (or its assigns) may, at Finance LLCOriginator’s sole cost and expense, direct Finance LLC 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 Finance LLC Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Originator as provided in Section 6.2. Finance LLC Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of Originator (i) to authorize 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 discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables Receivables, Related Security, Collections and all other property sold to Buyer hereunder or under the Existing RSA, other than any of the foregoing which have previously been released by the Buyer and its assigns (the 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 as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the ReceivablesSold Property. This appointment is coupled with an interest and is irrevocable.Such financing statements may describe the Sold Property in the same
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Finance LLC IPCO agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Receivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLCIPCO’s sole cost and expense, direct Finance LLC 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 Finance LLC IPCO fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC IPCO as provided in Section 6.2. Finance LLC IPCO irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of IPCO (i) to execute on behalf of IPCO as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and associated Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable. 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 substance 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) in connection with the perfection of the ownership or security interests in favor of Buyer or the Administrative 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) Finance LLC Each Originator, jointly and severally, agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterest of Buyer and its assigns therein, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, time following the earlier to occur of a Termination Event or an Amortization Event: Buyer (or its assigns) may, at Finance LLC’s the Originators' sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer hereunder:
(or its assignsi) of such failure, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC the Originators, jointly and severally, as provided in Section 6.2. Finance LLC ;
(ii) each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Originator (iA) to 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 statements necessary or desirable in Buyer’s 's (or its assigns’') sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and the associated Related Security and Collections and (iiB) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the such Receivables. This The appointment under the foregoing clause (ii) is coupled with an interest and is irrevocable.
Appears in 1 contract
Samples: Receivables Sale Agreement (Us Xpress Enterprises Inc)
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterest of Buyer hereunder and the interests of the Secured Parties, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, each Originator will, 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 timetime after the occurrence and during the continuation of a Termination Event, Buyer (or its assigns) may, at Finance LLC’s sole the Originators’ cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer under this Section 8.3:
(or its assignsi) of such failure, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC the Originators, jointly and severally, as provided in Section 6.2. Finance LLC 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(es)-inattorney(ies)-in-fact, to act on its behalf of such Originator (iA) to authorize 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 or absolute discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and the associated Related Security and Collections and (iiB) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of BuyerXxxxx’s interests in the such Receivables. This The appointment under the foregoing clause (ii) is coupled with an interest and is irrevocable. The authorization by each Originator set forth in the foregoing clause (ii) 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.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Finance LLC Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterests of Buyer in the Receivables, the Related Security and the Collections, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLCOriginator’s sole cost and expense, direct Finance LLC 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 Finance LLC Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Originator as provided in Section 6.2. Finance LLC Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and Originator hereby appoints Buyer (and its assigns) as its attorney(es)-in-fact, to act on its behalf of Originator (i) to execute on behalf of Originator as debtor and to file financing statements and amendments thereto necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables 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 as a financing statement in such offices as Buyer (or its assigns) in their sole discretion 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.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Finance LLC Transferor agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterests of Buyer in the Transferred Receivables, the Related Security, the Collections, the Lockbox and the Lockbox Account, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLCTransferor’s sole cost and expense, direct Finance LLC 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 Finance LLC Transferor fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Transferor as provided in Section 6.26.02. Finance LLC Transferor irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-in-fact, to act on its behalf of Transferor (i) to execute on behalf of Transferor as debtor and to file financing statements and amendments thereto necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables Transferred Receivables, Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Transferred Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Transferred Receivables, Related Security and Collections. This appointment is coupled with an interest and is irrevocable.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Transferor agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterest of Buyer hereunder and the interest of the Administrative Agent (on behalf of the Lenders) under the Credit and Security Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLCsuch Transferor’s sole cost and expense, direct Finance LLC 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 Finance LLC any Transferor fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Transferor as provided in Section 6.2. Finance LLC Each Transferor irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Transferor (i) to execute on behalf of such Transferor as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables originated by such Transferor and the associated Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the such Receivables. This appointment is coupled with an interest and is irrevocable. 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 substance of such filing or recording document, and (C) such Transferor approves, authorizes and ratifies any filings or recordings made by or on behalf of the Administrative Agent (as Buyer’s assign) in connection with the perfection of the ownership or security interests in favor of Buyer or the Administrative Agent (as Buyer’s assign).
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterest of Buyer hereunder and the Asset Portfolio transferred pursuant to the Purchase Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any timeWithout limiting the foregoing, each Originator will, 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 interest of Buyer (or such Asset Portfolio). At any time, Buyer may, at Finance LLCthe applicable Originator’s sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC the Originators as provided in Section 6.2. Finance LLC 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(es)-inattorney(ies)-in-fact, to act on its 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 and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole and absolute discretion deem necessary or desirable to perfect and to maintain the perfection and priority of BuyerXxxxx’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable. The authorization by each Originator set forth in the second sentence of this Section 7.3(b) 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.
Appears in 1 contract
Samples: Receivables Sale Agreement (Patterson Companies, Inc.)
Protection of Ownership Interests of Buyer. (a) Finance LLC NSI Georgia agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or the Agent, as its assignsassignee) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Receivable Interests, or to enable Buyer (or the Agent, as its assignsassignee) to exercise and enforce their rights and remedies hereunder. At any timetime when a Termination Event Exists, Buyer (or the Agent, as its assignsassignee) may, at Finance LLC’s NSI Georgia's sole cost and expense, direct Finance LLC 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 Finance LLC NSI Georgia fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or the Agent, as its assignsassignee) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s 's (or such assigns’') actual and reasonable costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC NSI Georgia as provided in Section 6.2. Finance LLC NSI Georgia irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or the Agent, as its assignsassignee), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of NSI Georgia (i) to execute on behalf of NSI Georgia as debtor and to file financing statements necessary or desirable in Buyer’s 's (or the Agent, as its assigns’assignee') sole discretion reasonable opinion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and associated Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or the Agent, as its assignsassignee) in their sole discretion reasonable opinion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables. This appointment is coupled with an interest and is irrevocable. 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 substance of such filing or recording document, and (C) NSI Georgia approves, authorizes and ratifies any filings or recordings made by or on behalf of the Agent (as Buyer's assign) in connection with the perfection of the ownership or security interests in favor of Buyer or the Agent (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) Finance LLC Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Purchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any timetime during the continuance of a Potential Termination Event, Buyer (or its assigns) may, at Finance LLC’s Originator's sole cost and expense, direct Finance LLC 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 Finance LLC Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Originator as provided in Section 6.2. Finance LLC Originator irrevocably ----------- authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of Originator (i) to execute on behalf of Originator as debtor and to file financing statements necessary or desirable in Buyer’s 's (or its assigns’') sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
Appears in 1 contract
Samples: Receivables Sale Agreement (Graybar Electric Co Inc)
Protection of Ownership Interests of Buyer. (a) Finance LLC Each ------------------------------------------ Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that 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 Investor Purchaser 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. At any time, Buyer (or its assignsthe Collateral Agent or any Managing Agent, as Buyer's assignee) may, at Finance LLC’s each Originator's sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, 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 obligation, and Buyer’s (or such assigns’) the costs and expenses reasonably incurred by Buyer (or the Collateral Agent or any Managing Agent, as Buyer's assignee) in connection therewith shall be payable by Finance LLC such Originator as provided in Section 6.2. Finance LLC 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 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(es)-inattorney(s)-in-fact, to act on its behalf of such Originator (i) to execute on behalf of such Originator as debtor and to file financing 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 discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assignsthe Collateral Agent or any Managing Agent, as Buyer's assignee) in their its sole discretion deem deems necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirablenecessary, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Receivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLC’s such Originator's sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Originator as provided in Section 6.2. Finance LLC Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney-in-fact, to act on its behalf of Originator (i) to execute on behalf of Originator as debtor and to file financing statements necessary or desirable in Buyer’s 's (or its assigns’') sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables Receivables, the Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables, Related Security and Collections. This appointment is coupled with an interest and is irrevocable.
(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 substance of such filing or recording document, and (iii) approves, authorizes and ratifies any filings or recordings made by or on behalf of the Agent (as Buyer's assign) in connection with the perfection of the ownership or security interests in favor of Buyer or the Agent (as Buyer's assign).
Appears in 1 contract
Samples: Receivables Sale Agreement (Allied Waste Industries Inc)
Protection of Ownership Interests of Buyer. (a) Finance LLC The Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) reasonably may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterest of Buyer (or its assigns) hereunder, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLCthe Originator’s sole cost and expense, direct Finance LLC 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 Finance LLC the Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC the Originator as provided in Section 6.2. Finance LLC The Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of the Originator (i) to execute, if required, on behalf of the Originator as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables Transferred Assets originated by the Originator and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables Transferred Assets as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivablessuch Transferred Assets. This appointment is coupled with an interest and is irrevocable. 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 (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) the Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the Buyer’s assigns in connection with the perfection of the ownership or security interests in favor of Buyer or the Buyer’s assigns.
Appears in 1 contract
Samples: Receivables Sale Agreement (Universal Health Services Inc)
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Purchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their its (or their) rights and remedies hereunder. At any timetime after the occurrence and during the continuation of an Amortization Event or Potential Amortization Event, Buyer (or its assigns) may, at Finance LLCthe applicable Originator’s sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Originator as provided in Section 6.2. Finance LLC Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its 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 discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable. The authorization by each Originator set forth in the second sentence of this Section 7.3(b) 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.
Appears in 1 contract
Samples: Receivables Sale Agreement (Ralcorp Holdings Inc /Mo)
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Receivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any timetime after the occurrence and during the continuance of a Termination Event, Buyer (or its assigns) may, at Finance LLCeach Originator’s sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assignsunder Section 13.3(a) of such failurethe Purchase Agreement, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC the Originators as provided in Section 6.2. Finance LLC Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Originator (i) to execute on behalf of such Originator as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables originated by such Originator and the 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 and other Purchased Assets as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivablessuch Receivables and other Purchased Assets. Buyer shall provide each Originator with copies of any such filings. This appointment is coupled with an interest and is irrevocable. 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 substance of such filing or recording document, and (C) such Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the Agent (as Buyer’s assign) in connection with the perfection of the ownership or security interests in favor of Buyer or the Agent (as Buyer’s assign).
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Protection of Ownership Interests of Buyer. (a) Finance LLC Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assignsthe Agent or any Managing Agent, as Buyer’s assignees) may reasonably request, to perfect, protect or more fully evidence the Investor Purchaser 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. At any time, Buyer (or its assignsfollowing the occurrence of an Amortization Event, the Agent, or any Managing Agent, as Buyer’s assignees) may, at Finance LLCSeller’s sole cost and expense, direct Finance LLC 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 Finance LLC Seller fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, 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 obligation, and Buyer’s (or such assigns’) the costs and expenses reasonably incurred by Buyer (or the Agent or any Managing Agent, as Buyer’s assignees) in connection therewith shall be payable by Finance LLC Seller as provided in Section 6.2. Finance LLC 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 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(es)-inattorney(s)-in-fact, to act on its behalf of Seller (i) to execute on behalf of Seller as debtor and to file financing 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 discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assignsthe Agent or any Managing Agent, as Buyer’s assignees) in their its sole discretion deem deems necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
Appears in 1 contract
Samples: Receivables Sale Agreement (Anixter International Inc)
Protection of Ownership Interests of Buyer. 765800784 14448925 23 4871-5521-5052, v.3
(a) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assignsthe Administrative Agent, as Buyer’s collateral assignee) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Purchaser 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. At any time, Buyer (or its assigns) may, at Finance LLCthe applicable Originator’s sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Originator as provided in Section 6.2. Finance LLC 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 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(es)-inattorney(ies)-in-fact, to act on its behalf of such Originator (i) to execute on behalf of such Originator as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the ownership interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assignsor, as applicable, the Administrative Agent) in their its sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of BuyerXxxxx’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
Appears in 1 contract
Samples: Receivables Purchase Agreement (RPM International Inc/De/)
Protection of Ownership Interests of Buyer. (a) Finance LLC The Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assignsthe Administrative Agent, as Buyer’s collateral assignee) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Receivables 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. , At any time, Buyer (or its assigns) may, at Finance LLCthe Originator’s sole cost and expense, direct Finance LLC 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 Finance LLC the Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC the Originator as provided in Section 6.2. Finance LLC 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 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(es)-inattorney(ies)-in-fact, to act on its behalf of the Originator (i) to execute on behalf of the Originator as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the ownership interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assignsor, as applicable, the Administrative Agent) in their its sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. , This appointment is coupled with an interest and is irrevocable.
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Protection of Ownership Interests of Buyer. (a) Finance LLC Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirablenecessary, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor InterestsPurchaser Interests with respect to Receivables, the Collections and the Related Security, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any timetime upon the occurrence of an Amortization Event and during the continuation thereof, Buyer (or its assigns) may, at Finance LLCOriginator’s sole cost and expense, direct Finance LLC 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 Finance LLC Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s (or such assigns’) reasonable out-of-pocket costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Originator as provided in Section 6.2. Finance LLC Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer to the full extent permitted by law (and its assigns) as its attorney(es)-inincluding for purposes of Section 9-fact, to act on its behalf (i509 of the Uniform Commercial Code or any similar law then in effect) to file any financing statements determined to be necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables (and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest , Related Security and is irrevocableCollections.
Appears in 1 contract
Samples: Receivables Sale Agreement (Johnsondiversey Holdings Inc)
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Purchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any timeUpon the occurrence an during the continuance of a Termination Event hereunder or of an Amortization Event under the Purchase Agreement, Buyer (or its assigns) may, at Finance LLC’s the applicable Originator's sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Originator as provided in Section 6.2. Finance LLC Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Originator (i) to execute on behalf of such Originator as debtor and to file financing statements necessary or desirable in Buyer’s 's (or its assigns’') sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Finance LLC Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterest of Buyer and its assigns therein, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, time following the earlier to occur of a Termination Event or an Amortization Event: Buyer (or its assigns) may, at Finance LLC’s Originator's sole cost and expense, direct Finance LLC 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 Finance LLC Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failure, hereunder: Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Originator as provided in Section 6.2. Finance LLC ; Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of Originator (iA) to execute on behalf of Originator as debtor and to file financing statements necessary or desirable in Buyer’s 's (or its assigns’') sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and the associated Related Security (iiexcept for Excluded Items) and Collections and (B) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the such Receivables. This The appointment under the foregoing clause (ii) is coupled with an interest and is irrevocable.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Finance LLC Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Purchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator will, 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 the interest of Buyer hereunder and the Purchaser Interests. At any time, Buyer (or its assigns) may, at Finance LLC’s Originator's sole cost and expense, direct Finance LLC 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 Finance LLC Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Originator as provided in Section 6.2. Finance LLC Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of Originator (i) to authorize 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 discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables. This appointment is coupled with an interest and is irrevocable. The authorization by Originator set forth in the second sentence of this Section 7.3(b) 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.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Finance LLC Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assignsBuyer's Assigns) may reasonably request, to perfect, protect or more fully evidence the Investor InterestsReceivables, or to enable Buyer (or its assignsBuyer's Assigns) to exercise and enforce their rights and remedies hereunder. At any timetime after the occurrence or during the continuation of an Amortization Event, Buyer (or its assignsBuyer's Assigns) may, at Finance LLC’s Seller's sole cost and expense, direct Finance LLC 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 Finance LLC Seller or Custodian fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failureunder any other Transaction Document, Buyer (or its assignsBuyer's Assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Seller as provided in Section 6.2. Finance LLC Seller irrevocably authorizes Buyer (and its assignsBuyer's Assigns) at any time and from time to time in the sole discretion of Buyer (or its assignsBuyer's Assigns), and appoints Buyer (and its assignsBuyer's Assigns) as its attorney(es)-in-fact, to act on its behalf of Seller (i) to execute on behalf of Seller as debtor and to file financing statements Financing Statements necessary or desirable in Buyer’s 's (or its assigns’Buyer's Assigns') sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assignsBuyer's Assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
(c) 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) Finance LLC Each Originator ------------------------------------------ agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) the Collateral Agent may reasonably request, to perfect, protect or more fully evidence the Investor Receivable Interests, or to enable Buyer (or its assignsthe Collateral Agent, as Buyer's assignee) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assignsthe Collateral Agent, as Buyer's assignee) may, at Finance LLC’s each Originator's sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assignsthe Collateral Agent, as Buyer's assignee) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s (or such assigns’) the costs and expenses reasonably incurred by Buyer (or the Collateral Agent, as Buyer's assignee) in connection therewith shall be payable by Finance LLC such Originator as provided in Section 6.2. Finance LLC 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 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(es)-inattorney(s)-in-fact, to act on its behalf of such Originator (i) to execute on behalf of such Originator as debtor and to file financing statements necessary or desirable in Buyer’s the sole discretion of Buyer (or its assigns’the Collateral Agent, as Buyer's assignee) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assignsthe Collateral Agent, as Buyer's assignee) in their its sole discretion deem deems necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables. This appointment is coupled with an interest and is irrevocable. 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 substance of such filing or recording document, and (C) such Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the Collateral Agent (as Buyer's assignee) in connection with the perfection of the ownership or security interests in favor of Buyer or the Collateral Agent (as Buyer's assignee).
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Finance LLC Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Purchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator will, upon the request of the Buyer, 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 may reasonably request, to perfect, protect or evidence such Purchase Interests. At any timetime following the occurrence of an Amortization Event under the Purchase Agreement, Buyer (or its assigns) may, at Finance LLC’s Originator's sole cost and expense, direct Finance LLC 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 Finance LLC Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Originator as provided in Section 6.2. Finance LLC irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-in-fact, to act on its behalf (i) to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable6.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Purchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their its (or their) rights and remedies hereunder. At any timetime after the occurrence of an "Amortization Event" under and as defined in the Purchase Agreement, Buyer (or its assigns) may, at Finance LLC’s the applicable Originator's sole cost and expense, direct Finance LLC 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 Finance LLC an Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Originator as provided in Section 6.2. Finance LLC Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Originator (i) to execute on behalf of such Originator as debtor and to file financing statements necessary or desirable in Buyer’s 's (or its assigns’') sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assignsBuyer's Assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsownership interests of Buyer (and Buyer's Assigns), or to enable Buyer (or its assignsBuyer's Assigns) to exercise and enforce their rights and remedies hereunder. At any timetime after the occurrence or during the continuation of an Amortization Event, Buyer (or its assignsBuyer's Assigns) may, at Finance LLC’s the relevant Seller's sole cost and expense, direct Finance LLC 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 Finance LLC any Seller or Custodian fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failureunder any other Transaction Document, Buyer (or its assignsBuyer's Assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s 's (or such assigns’Buyer's Assigns') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC the relevant Seller as provided in Section 6.25.2. Finance LLC Each Seller irrevocably authorizes Buyer (and its assignsBuyer's Assigns) at any time and from time to time in the sole discretion of Buyer (or its assignsBuyer's Assigns), and appoints Buyer (and its assignsBuyer's Assigns) as its attorney(es)-in-fact, to act on its behalf (i) of such Seller to execute on behalf of such Seller as debtor and to file financing statements Financing Statements as necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assignsBuyer's Assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
(c) 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) Finance LLC Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Purchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Originator will, 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 the interest of Buyer hereunder and the Purchaser Interests. At any time, Buyer (or its assigns) may, at Finance LLCOriginator’s sole cost and expense, direct Finance LLC 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 Finance LLC Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Originator as provided in Section 6.2. Finance LLC Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of Originator (i) to authorize 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 discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables Receivables, Related Security, Collections and all other property sold to Buyer hereunder or under the Existing RSA, other than any of the foregoing which have previously been released by the Buyer and its assigns (the 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 as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the ReceivablesSold Property. This 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 perfection of the security interest in the Sold Property granted to Buyer in connection herewith. 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.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Finance LLC IPFS agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Receivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLCIPFS’s sole cost and expense, direct Finance LLC 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 Finance LLC IPFS fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC IPFS as provided in Section 6.2. Finance LLC IPFS irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of IPFS (i) to execute on behalf of IPFS as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and associated Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable. 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 substance 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) in connection with the perfection of the ownership or security interests in favor of Buyer or the Administrative 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) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Purchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLC’s such Originator's sole cost and expense, direct Finance LLC 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 Finance LLC an Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Originator as provided in Section 6.2. Finance LLC Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Originator (i) to file financing statements necessary or desirable in Buyer’s 's (or its assigns’') sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
Appears in 1 contract
Samples: Receivables Sale Agreement (American Commercial Lines LLC)
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestssale of the Receivables and the Collections and Related Security therefor, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any timetime after the occurrence of an Amortization Event under the Purchase Agreement, Buyer (or its assigns) may, at Finance LLCthe applicable Originator’s sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC the applicable Originator as provided in Section 6.27.2. Finance LLC Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-in-fact, to act on its behalf of such Originator (i) to execute on behalf of such Originator as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
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Protection of Ownership Interests of Buyer. (a) Finance LLC Morningstar agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Purchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. Without limiting the foregoing, Morningstar will, upon the request of Buyer (or its assigns), execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and 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 interest of Buyer (or such Purchaser Interests). At any time, Buyer (or its assigns) may, at Finance LLC’s Morningstar's sole cost and expense, direct Finance LLC 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 Finance LLC Morningstar fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligationobligations, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC Morningstar as provided in Section 6.2. Finance LLC Morningstar irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of Morningstar (i) to execute on behalf of 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 discretion to perfect and to maintain the AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's interests in the Receivables. This appointment is coupled with an interest and is irrevocable. The authorization set forth in the second sentence of this Section 7.3(b) 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.)
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor interest of Buyer hereunder and the Purchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their its (or their) rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLCthe applicable Originator’s sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s (or such assigns’) costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Originator as provided in Section 6.2. Finance LLC Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Originator (i) to execute on behalf of such Originator as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
Appears in 1 contract
Protection of Ownership Interests of Buyer. (a) Finance LLC Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or reasonably desirable, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Investor Interestsinterests of the Buyer hereunder and the Purchaser Interests under the Purchase Agreement, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at Finance LLC’s sole cost and expense, direct Finance LLC 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 Finance LLC any Originator fails to perform any of its obligations hereunder and such failure shall continue for five Business Days after notice from Buyer (or its assigns) of such failurehereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s 's (or such assigns’') costs and expenses reasonably incurred in connection therewith shall be payable by Finance LLC such Originator as provided in Section 6.2. Finance LLC Each Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-inattorney(ies)-in-fact, to act on its behalf of such Originator (i) to execute on behalf of such Originator as debtor and to file financing statements identifying such Originator as debtor or seller necessary or desirable in Buyer’s 's (or its assigns’') sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s 's and its assigns' interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
Appears in 1 contract
Samples: Receivables Sale Agreement (Lennox International Inc)