Common use of Rights of Purchaser; Notices to Account Debtor Clause in Contracts

Rights of Purchaser; Notices to Account Debtor. Purchaser shall have all rights as holder and owner in respect of the Purchased Receivable, including the right to exercise any and all of its rights and remedies hereunder, under applicable law or at equity to collect the Purchased Receivable; provided that, nothing herein shall limit Purchaser’s obligation to pay the Deferred Purchase Price pursuant to Section 2(h) hereof. In furtherance of the foregoing, Servicer agrees to provide such cooperation (including, without limitation, developing and effecting a communications strategy with Account Debtor) as may reasonably be requested by Purchaser to exercise its rights as holder and owner of the Purchased Receivable; provided, however, that (i) unless Account Debtor fails to pay the entire Funded Amount on or prior to the Payment Due Date (a “Payment Default”), Purchaser will not communicate with Account Debtor with respect to the Purchased Receivable without the prior written consent of Servicer, which may be withheld in Servicer’s sole discretion. Following a Payment Default, Purchaser shall not communicate with Account Debtor with respect to Servicer or the Purchased Receivable unless Purchaser and Servicer are not able to mutually agree upon a reasonable course of action to be adopted within ten (10) Business Days. The foregoing restrictions on Purchaser shall terminate following (i) an Insolvency Event of Seller or Servicer; (ii) an event that results in a Material Adverse Change for ten (10) days after notice from Purchaser to Servicer to remedy such Material Adverse Change; provided that, for purposes of this Section 7(d), a Material Adverse Change will be deemed to include (A) a breach by Seller of Sections 5(e) or 5(f) hereof and (B) a termination of the Contract; or (iii) a Payment Default following which Purchaser and Servicer are unable to mutually agree upon a reasonable course of action to be adopted within ten (10) Business Days (together, a “Specified Event”). Following a Specified Event, Purchaser shall be entitled to enforce its rights against Account Debtor in a commercially reasonable manner as the owner and holder of the Purchased Receivable, and Purchaser has the right to request reasonable assistance from Seller and Servicer in order to collect such outstanding amounts; provided that, Purchaser shall provide Seller and Servicer with five (5) days’ written notice before its initial contact with Account Debtor and promptly after such contact. Notwithstanding anything to the contrary contained in this Section 7(d), Servicer shall not be required to take any Restricted Action or cause an Access Restriction. Notwithstanding anything to the contrary herein, Purchaser shall not, and neither Seller nor Servicer shall be required to, take any action that could reasonably be expected to materially prejudice or limit in any material respect Seller’s ability to collect the amounts due hereunder or the Receivable Balance. To the extent there is any dispute as to whether a Specified Event has occurred, such dispute shall be administered pursuant to Section 17 hereof and the foregoing restrictions on Purchaser shall not terminate until such dispute is resolved.

Rights of Purchaser; Notices to Account Debtor. Purchaser shall have all rights as holder and owner in respect of the Purchased Receivable, including the right to exercise any and all of its rights and remedies hereunder, under applicable law or at equity to collect the Purchased Receivable; provided that, nothing herein shall limit Purchaser’s obligation to pay the Deferred Purchase Price pursuant to Section 2(h) hereof. In furtherance of the foregoing, Servicer agrees to provide such cooperation (including, without limitation, developing and effecting a communications strategy with Account Debtor) as may reasonably be requested by Purchaser to exercise its rights as holder and owner of the Purchased Receivable; provided, however, that (i) unless Account Debtor fails to pay the entire Funded Amount on or prior to before the Payment Due Date (a “Payment Default”), Purchaser will not communicate with Account Debtor with respect to the Purchased Receivable without the prior written consent of Servicer, which may be withheld in Servicer’s sole discretion. Following a Payment Default, Purchaser shall not communicate with Account Debtor with respect to Servicer or the Purchased Receivable unless Purchaser and Servicer are not able to mutually agree upon a reasonable course of action to be adopted within ten (10) Business Days. The foregoing restrictions on Purchaser shall terminate following (i) an Insolvency Event of Seller or Servicer; (ii) an event that results in a Material Adverse Change for ten (10) days after notice from Purchaser to Servicer to remedy such Material Adverse Change; provided that, for purposes of this Section 7(d), a Material Adverse Change will be deemed to include (A) a breach by Seller of Sections 5(e) or 5(f) hereof and (B) a termination of the Contract; or (iii) a Payment Default following which Purchaser and Servicer are unable to mutually agree upon a reasonable course of action to be adopted within ten (10) Business Days (together, a “Specified Event”). Following a Specified Event, Purchaser shall be entitled to enforce its rights against Account Debtor in a commercially reasonable manner as the owner and holder of the Purchased Receivable, and Purchaser has the right to request reasonable assistance from Seller and Servicer in order to collect such outstanding amounts; provided that, Purchaser shall provide Seller and Servicer with five (5) days’ written notice before its initial contact with Account Debtor and promptly after such contact. Notwithstanding anything to the contrary contained in this Section 7(d), Servicer shall not be required to take any Restricted Action or cause an Access Restriction. Notwithstanding anything to the contrary herein, Purchaser shall not, and neither Seller nor Servicer shall be required to, take any action that could reasonably be expected to materially prejudice or limit in any material respect Seller’s ability to collect the amounts due hereunder or the Receivable Balance. To the extent there is any dispute as to whether a Specified Event has occurred, such dispute shall be administered pursuant to Section 17 hereof and the foregoing restrictions on Purchaser shall not terminate until such dispute is resolved.

Rights of Purchaser; Notices to Account Debtor. Purchaser shall have all rights as holder and owner in respect of the Purchased Receivable, including the right to exercise any and all of its rights and remedies hereunder, under applicable law or at equity to collect the Purchased Receivable; provided that, nothing herein shall limit Purchaser’s obligation to pay the Aggregate Deferred Purchase Price pursuant to Section 2(h) hereof. In furtherance of the foregoing, Servicer agrees to provide such cooperation (including, without limitation, developing and effecting a communications strategy with Account Debtor) as may reasonably be requested by Purchaser to exercise its rights as holder and owner of the Purchased Receivable; provided, however, that (i) unless Account Debtor fails to pay the entire Funded Amount on or prior to the Payment Due Date (a “Payment Default”), Purchaser will not communicate with Account Debtor with respect to the Purchased Receivable without the prior written consent of Servicer, which may be withheld in Servicer’s sole discretion. Following a Payment Default, Purchaser shall not communicate with Account Debtor with respect to Servicer or the Purchased Receivable unless Purchaser and Servicer are not able to mutually agree upon a reasonable course of action to be adopted within ten (10) Business Days. The foregoing restrictions on Purchaser shall terminate following (i) an Insolvency Event of Seller or Servicer; (ii) an event that results in a Material Adverse Change for ten (10) days after notice from Purchaser to Servicer to remedy such Material Adverse Change; provided that, for purposes of this Section 7(d), a Material Adverse Change will be deemed to include (A) a breach by Seller of Sections 5(e) or 5(f) hereof and (B) a termination of the Contract; or (iii) a Payment Default following which Purchaser and Servicer are unable to mutually agree upon a reasonable course of action to be adopted within ten (10) Business Days (together, a “Specified Event”). Following a Specified Event, Purchaser shall be entitled to enforce its rights against Account Debtor in a commercially reasonable manner as the owner and holder of the Purchased Receivable, and Purchaser has the right to request reasonable assistance from Seller and Servicer in order to collect such outstanding amounts; provided that, Purchaser shall provide Seller and Servicer with five (5) days’ written notice before its initial contact with Account Debtor and promptly after such contact. Notwithstanding anything to the contrary contained in this Section 7(d), Servicer shall not be required to take any Restricted Action or cause an Access Restriction. Notwithstanding anything to the contrary herein, Purchaser shall not, and neither Seller nor Servicer shall be required to, take any action that could reasonably be expected to materially prejudice or limit in any material respect Seller’s ability to collect the amounts due hereunder or the Receivable BalanceReceivable. To the extent there is any dispute as to whether a Specified Event has occurred, such dispute shall be administered pursuant to Section 17 hereof and the foregoing restrictions on Purchaser shall not terminate until such dispute is resolved. 20 For the avoidance of doubt, Purchaser shall not under any circumstances contact the United States Department of Justice regarding the DOJ CID, except if required by administrative order, judicial order or properly issued compulsory process. In the event Purchaser is required to contact the United Stated Department of Justice by administrative order, judicial order or properly issued compulsory process, Purchaser shall to the extent legally permissible give prompt written notice to Seller, such that Seller has a timely opportunity to seek a protective order.

Rights of Purchaser; Notices to Account Debtor. Purchaser shall have all rights as holder and owner in respect of the Purchased Receivable, including the right to exercise any and all of its rights and remedies hereunder, under applicable law or at equity to collect the Purchased Receivable; provided that, nothing herein shall limit Purchaser’s obligation to pay the Aggregate Deferred Purchase Price pursuant to Section 2(h) hereof. In furtherance of the foregoing, Servicer agrees to provide such cooperation (including, without limitation, developing and effecting a communications strategy with Account Debtor) as may reasonably be requested by Purchaser to exercise its rights as holder and owner of the Purchased Receivable; provided, however, that (i) unless Account Debtor fails to pay the entire Funded Amount on or prior to the Payment Due Date (a “Payment Default”), Purchaser will not communicate with Account Debtor with respect to the Purchased Receivable without the prior written consent of Servicer, which may be withheld in Servicer’s sole discretion. Following a Payment Default, Purchaser shall not communicate with Account Debtor with respect to Servicer or the Purchased Receivable unless Purchaser and Servicer are not able to mutually agree upon a reasonable course of action to be adopted within ten (10) Business Days. The foregoing restrictions on Purchaser shall terminate following (i) an Insolvency Event of Seller or Servicer; (ii) an event that results in a Material Adverse Change for ten (10) days after notice from Purchaser to Servicer to remedy such Material Adverse Change; provided that, for purposes of this Section 7(d), a Material Adverse Change will be deemed to include (A) a breach by Seller of Sections 5(e) or 5(f) hereof and (B) a termination of the Contract; or (iii) a Payment Default following which Purchaser and Servicer are unable to mutually agree upon a reasonable course of action to be adopted within ten (10) Business Days (together, a “Specified Event”). Following a Specified Event, Purchaser shall be entitled to enforce its rights against Account Debtor in a commercially reasonable manner as the owner and holder of the Purchased Receivable, and Purchaser has the right to request reasonable assistance from Seller and Servicer in order to collect such outstanding amounts; provided that, Purchaser shall provide Seller and Servicer with five (5) days’ written notice before its initial contact with Account Debtor and promptly after such contact. Notwithstanding anything to the contrary contained in this Section 7(d), Servicer shall not be required to take any Restricted Action or cause an Access Restriction. Notwithstanding anything to the contrary herein, Purchaser shall not, and neither Seller nor Servicer shall be required to, take any action that could reasonably be expected to materially prejudice or limit in any material respect Seller’s ability to collect the amounts due hereunder or the Receivable BalanceReceivable. To the extent there is any dispute as to whether a Specified Event has occurred, such dispute shall be administered pursuant to Section 17 hereof and the foregoing restrictions on Purchaser shall not terminate until such dispute is resolved.

Rights of Purchaser; Notices to Account Debtor. Purchaser shall have all rights as holder and owner in respect of the Purchased Receivable, including the right to exercise any and all of its rights and remedies hereunder, under applicable law or at equity to collect the Purchased Receivable; provided that, nothing herein shall limit Purchaser’s obligation to pay the Deferred Purchase Price pursuant to Section 2(h) hereof. In furtherance of the foregoing, Servicer agrees to provide such cooperation (including, without limitation, developing and effecting a communications strategy with Account Debtor) as may reasonably be requested by Purchaser to exercise its rights as holder and owner of the Purchased Receivable; provided, however, that (i) unless Account Debtor fails to pay the entire Funded Amount on or prior to the Payment Due Date (a “Payment Default”), Purchaser will not communicate with Account Debtor with respect to the Purchased Receivable without the prior written consent of Servicer, which may be withheld in Servicer’s sole discretion. Following a Payment Default, Purchaser shall not communicate with Account Debtor with respect to Servicer or the Purchased Receivable unless Purchaser and Servicer are not able to mutually agree upon a reasonable course of action to be adopted within ten (10) Business Days. The foregoing restrictions on Purchaser shall terminate following (i) an Insolvency Event of Seller or Servicer; (ii) an event that results in a Material Adverse Change for ten (10) days after notice from Purchaser to Servicer to remedy such Material Adverse Change; provided that, for purposes of this Section 7(d), a Material Adverse Change will be deemed to include (A) a breach by Seller of Sections 5(e) or 5(f) hereof and (B) a termination of the Contract; or (iii) a Payment Default following which Purchaser and Servicer are unable to mutually agree upon a reasonable course of action to be adopted within ten (10) Business Days (together, a “Specified Event”). Following a Specified Event, Purchaser shall be entitled to enforce its rights against Account Debtor in a commercially reasonable manner as the owner and holder of the Purchased Receivable, and Purchaser has the right to request reasonable assistance from Seller and Servicer in order to collect such outstanding amounts; provided that, Purchaser shall provide Seller and Servicer with five (5) days’ written notice before its initial contact with Account Debtor and promptly after such contact. Notwithstanding anything to the contrary contained in this Section 7(d), Servicer shall not be required to take any Restricted Action or cause an Access Restriction. Notwithstanding anything to the contrary herein, Purchaser shall not, and neither Seller nor Servicer shall be required to, take any action that could reasonably be expected to materially prejudice or limit in any material respect Seller’s ability to collect the amounts due hereunder or the Receivable Balance. To the extent there is any dispute as to whether a Specified Event has occurred, such dispute shall be administered pursuant to Section 17 hereof and the foregoing restrictions on Purchaser shall not terminate until such dispute is resolved. For the avoidance of doubt, Purchaser shall not under any circumstances contact the United States Department of Justice regarding the DOJ CID, except if required by administrative order, judicial order or properly issued compulsory process. In the event Purchaser is required to contact the United Stated Department of Justice by administrative order, judicial order or properly issued compulsory process, Purchaser shall to the extent legally permissible give prompt written notice to Seller, such that Seller has a timely opportunity to seek a protective order.