Common use of Replacement of Collection Agent; Notification of Obligors Clause in Contracts

Replacement of Collection Agent; Notification of Obligors. (a) Upon the occurrence of any Event of Liquidation, the Administrative Agent or any Purchaser may upon the provision of three (3) Business Days prior written notice to DSRM remove DSRM as its Collection Agent, appoint a new Collection Agent, take control of the Lock-Boxes and Blocked Accounts (by delivering to the LockBox Banks and Blocked Account Banks, notice in the form attached to Exhibit D and Exhibit E, as applicable), notify Obligors of the Aggregate Ownership Interest in the Receivables and exercise all other incidents of ownership in the Receivables. (b) The Administrative Agent and the Purchasers shall have the right to remove any successor Collection Agent to DSRM and to take the other actions described in (a) above at any time in their sole discretion. (c) If DSRM is removed as Collection Agent, DSRM shall transfer and cause any Person to whom duties of the Collection Agent have been delegated by DSRM pursuant to Section 8.2(f), to transfer, to the Administrative Agent or any successor servicer designated by the Administrative Agent all records, correspondence and documents (including computer tapes or other back-up media) requested by the Administrative Agent or such successor and to permit such persons to have access to, and to copy, all data and information used by DSRM in the collection, administration or monitoring of the Receivables. In addition, the Seller or DSRM, as applicable, will grant or cause to be granted to the Administrative Agent or its designee an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by the Seller, DSRM or any of their Affiliates, as applicable, to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by the Seller, DSRM or any such Affiliate, as applicable, or is owned by others and used by the Seller, DSRM or any such Affiliate, as applicable, under license agreements with respect thereto, provided, that should the consent of any licensor of the Seller, DSRM or any such Affiliate, as applicable, to such grant of the license described herein be required, each of the Seller and DSRM hereby agrees, upon the request of the Administrative Agent, to use its best efforts to obtain the consent of such third-party licensor. Any license granted hereby shall be irrevocable, and shall terminate on the date after the Termination Date on which the Aggregate Ownership Interest shall have been reduced to zero.

Replacement of Collection Agent; Notification of Obligors. (a) Upon At any time following the occurrence of any an Event of LiquidationTermination, the Administrative Agent Agent, if directed to do so by the Majority Bank Purchasers, may remove Interface (or any Purchaser may upon successor thereto in such capacity) as the provision Collection Agent (whereupon all authority delegated by Interface (or such successor) to any Originator or any other Person in respect of three (3) Business Days prior written notice to DSRM remove DSRM as its the responsibilities of the Collection AgentAgent shall immediately terminate), appoint a new Collection Agent, take control of the Lock-Boxes and Blocked Accounts (by delivering to the LockBox Lock-Box Banks and Blocked Account Banks, notice in substantially the form attached to of Exhibit D and Exhibit E, as applicableD), notify Obligors of the Aggregate Bank Group Ownership Interest in the Receivables and exercise all other incidents incidences of ownership in the Receivables. (b) The Administrative Agent and the Purchasers shall have the right to remove any successor Collection Agent to DSRM and to take the other actions described in (a) above at any time in their sole discretion. (c) If DSRM Interface is removed as Collection Agent, DSRM Interface and the Seller shall (i) transfer and cause any Person to whom duties of the Collection Agent have been delegated by DSRM pursuant to Section 8.2(f), to transfer, to the Administrative Agent or any successor servicer designated by the Administrative Agent all records, correspondence and documents (including computer tapes relating to the collection, administration or other back-up media) monitoring of the Receivables that may from time to time be requested by the Administrative Agent or such successor and to (ii) permit such persons Persons to have access to, and to copy, all data and information software used by DSRM Interface or the Seller in the collection, administration or monitoring of the Receivables. In addition, Interface and the Seller or DSRM, as applicable, will each hereby grant or cause to be granted to the Bank Purchasers and the Administrative Agent, for use by any Collection Agent or its designee an irrevocablethat may be designated hereunder following the removal of Interface as Collection Agent, a non-exclusive license to useuse all computer software now or hereafter being utilized by it in connection with the collection, without royalty administration or payment monitoring of the Receivables; provided that use by any kindsuch successor Collection Agent of such computer software shall be limited to that reasonably necessary to collect, all administer or monitor the Receivables. Such license shall expire upon the later to occur of the reduction to zero of the Bank Group Ownership Interest and the termination of this Agreement. In the case of software used that is licensed by, or otherwise made available to, Interface or the Seller from or by any third party, Interface or the Seller, DSRM or any of their Affiliates, as applicable, shall have obtained such consents and otherwise taken all actions necessary in order to account enable any Collection Agent hereunder to succeed to all rights of Interface and the Seller to the quiet use and enjoyment of such software for the Receivables, to purpose of discharging its obligations under or in connection with the extent necessary to administer the Receivables, whether such software is owned by the Seller, DSRM or any such Affiliate, as applicable, or is owned by others and used by the Seller, DSRM or any such Affiliate, as applicable, under license agreements with respect thereto, provided, that should the consent of any licensor of the Seller, DSRM or any such Affiliate, as applicable, to such grant of the license described herein be required, each of the Seller and DSRM hereby agrees, upon the request of the Administrative Agent, to use its best efforts to obtain the consent of such third-party licensor. Any license granted hereby shall be irrevocable, and shall terminate on the date after the Termination Date on which the Aggregate Ownership Interest shall have been reduced to zeroSale Documents.

Replacement of Collection Agent; Notification of Obligors. (a) Upon the occurrence of any Event of Liquidation, the Administrative Administra- tive Agent or any Purchaser may upon the provision of three (3) Business Days prior written notice to DSRM remove DSRM as its Collection Agent, appoint a new Collection Agent, take control of the Lock-Boxes and Blocked Accounts (by delivering to the LockBox Banks and Blocked Account Banks, Bank notice in the form attached to Exhibit D and Exhibit E, as applicablethe Blocked Account Agreements), notify Obligors of the Aggregate Ownership Interest in the Receivables Assets and exercise all other incidents of ownership in the ReceivablesReceivables Assets. (b) The Administrative Agent and the Purchasers shall have the right to remove any successor Collection Agent to DSRM and to take the other actions described in (a) above at any time in their sole discretion. (c) If DSRM is removed as Collection Agent, DSRM shall transfer and cause any Person to whom duties of the Collection Agent have been delegated by DSRM pursuant to Section 8.2(f), to transfer, to the Administrative Agent or any successor servicer designated by the Administrative Agent all records, correspondence and documents (including computer tapes or other back-up media) requested by the Administrative Agent or such successor and to permit such persons to have access to, and to copy, all data and information used by DSRM in the collection, administration or monitoring of the ReceivablesReceivables and the Receivables Assets. In addition, the Seller or DSRM, as applicable, will grant or cause to be granted to the Administrative Agent or its designee an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by the Seller, DSRM or any of their Affiliates, as applicable, to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by the Seller, DSRM or any such Affiliate, as applicable, or is owned by others and used by the Seller, DSRM or any such Affiliate, as applicable, under license agreements with respect thereto, provided, that should the consent of any licensor of the Seller, DSRM or any such Affiliate, as applicable, to such grant of the license described herein be required, each of the Seller and DSRM hereby agrees, upon the request of the Administrative Agent, to use its best efforts to obtain the consent of such third-party licensor. Any license granted hereby shall be irrevocable, and shall terminate on the date after the Termination Date on which the Aggregate Ownership Interest shall have been reduced to zero.

Replacement of Collection Agent; Notification of Obligors. (a) Upon three Business Days' notice following the occurrence of any Event of Liquidationthe following events, the Administrative Agent or any Purchaser may upon remove the provision of three (3) Business Days prior written notice to DSRM remove DSRM Originator as its Collection Agent, appoint a new Collection Agent, take control of the Lock-Boxes and Blocked Accounts (by delivering to the LockBox Lock-Box Banks and Blocked Account Banks, notice in substantially the form attached to Exhibit D and of Exhibit E, as applicable), notify Obligors of the Aggregate its Ownership Interest in the Receivables and exercise all other incidents incidences of ownership in the Receivables: (i) the Originator's long-term unsecured debt rating from any rating agency falls below Investment Grade Rating; provided, however, that -------- ------- if the Originator's long-term unsecured debt is not rated by any rating agency, the Originator's long-term unsecured debt rating shall be deemed to be the long-term unsecured debt rating in the Leverage Ratio Table, determined by reference to the Leverage Ratio as of the last Business Day of the month most recently completed; provided, further, that if the Originator's long-term unsecured debt -------- ------- is not rated by any rating agency and if there has been a material adverse change in the financial condition or results of the operations of the Originator and its subsidiaries after June 30, 1997, the Originator's long-term unsecured debt rating shall be determined by the Servicing Agent, in its sole discretion; (ii) the Collection Agent (if it is the Originator or an affiliate thereof) shall fail to make any payment required to be made pursuant to this Agreement within 5 days after such payment becomes due in accordance with the terms hereof; (iii) the Seller shall breach any representation or warranty, or fail to perform or observe any term, covenant or agreement applicable to it which is contained in this Agreement; (iv) the Collection Agent (if it is the Originator or an affiliate thereof) shall breach any representation or warranty, or fail to perform or observe any term, covenant or agreement applicable to it which is contained in this Agreement, which breach or failure is not cured within 10 days after the occurrence thereof; (v) the Seller, the Originator or the Collection Agent (if it is the Originator or an affiliate thereof) shall fail to pay when due any amount in respect of any debt or obligation and such failure shall continue after any applicable grace period, or any other event shall occur or condition shall exist in respect of such debt or obligation and shall continue after any applicable grace period, the effect of which is to cause such debt or obligation to become due and payable prior to the stated maturity thereof; provided, that, with respect -------- to the Originator (whether as Collection Agent or otherwise) the amount of such debt or obligation is at least $20,000,000; (vi) the Seller, the Originator or the Collection Agent (if it is the Originator or an affiliate thereof) is in bankruptcy, reorganization, insolvency or similar proceedings; provided, that in -------- the case of any involuntary proceeding, such proceeding remains undismissed, undischarged or unstayed for a period of 60 days; (vii) the Originator shall not own, directly or indirectly, 100% of the then outstanding voting securities of the Seller; (viii) on any Settlement Date the Delinquency Ratio shall be greater than the Historical Delinquency Ratio; (ix) on any Settlement Date, the Average Default Ratio as at the end of the month most recently preceding such Settlement Date exceeds .40%; (x) on any Settlement Date the Average Maturity shall exceed 50 days; (xi) on any Settlement Date, the fraction obtained by dividing (A) the aggregate amount of Dilutions for the month immediately preceding such Settlement Date by (B) the outstanding balance of Receivables as at the end of such month exceeds the product of 1.375 and the greatest of the fractions determined for each month during the period of twelve (12) months preceding such Settlement Date obtained by dividing (A) the aggregate amount of Dilutions for each such month by (B) the outstanding balance of Receivables as at the end of each such month; or (xii) the occurrence of a "Termination Event" under the Receivables Purchase Agreement. (b) The Administrative Agent and the Purchasers Purchaser shall have the right to remove any successor Collection Agent to DSRM and to take the other actions described in (a) above at any time in their its sole discretion. (c) If DSRM the Originator is removed as Collection Agent, DSRM the Seller shall transfer and cause any Person to whom duties of the Collection Agent have been delegated by DSRM pursuant to Section 8.2(f), to transfer, to the Administrative Agent Purchaser or any successor servicer designated by the Administrative Agent Purchaser all records, correspondence and documents (including computer tapes or other back-up mediasoftware) requested by the Administrative Agent Purchaser or such successor and to permit such persons to have access to, and to copy, all data and information software used by DSRM the Originator in the collection, administration or monitoring of the Receivables. In additionIf such records, correspondence and documents are transferred to the Purchaser or a successor servicer, the Seller or DSRM, as applicable, will grant or cause to be granted to the Administrative Agent or its designee an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by the Seller, DSRM or any of their Affiliates, as applicable, to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by the Seller, DSRM or any such Affiliate, as applicable, or is owned by others and used by the Seller, DSRM or any such Affiliate, as applicable, under license agreements with respect thereto, provided, that should the consent of any licensor of the Seller, DSRM or any such Affiliate, as applicable, to such grant of the license described herein be required, each of the Seller and DSRM hereby agrees, upon the request of the Administrative Agent, to use its best efforts to obtain the consent of such third-party licensor. Any license granted hereby shall be irrevocablePurchaser shall, and shall terminate on cause such successor servicer to, permit the date after Originator to have access to, and, at the Termination Date on which Originator's expense, to copy all such records, correspondence and documents, in all cases upon reasonable notice and during normal business hours. (d) Notwithstanding anything contained in this Agreement to the Aggregate contrary, the Purchaser shall not take any of the actions permitted to be taken by it in accordance with subsection (a) above following the notice period provided therein if, prior to the expiration of such period, the Ownership Interest shall have been is reduced to zerozero in accordance with Section 3.1(c).