Rights of the Agent. (a) The Seller and the Servicer each hereby transfer to the Agent the exclusive dominion and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accounts, and shall take any further action that the Agent may reasonably request to effect such transfer. (b) At any time during the continuance of an Event of Termination: (i) The Agent may notify, at the Seller’s expense, the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Interests by the Purchasers. (ii) The Agent may direct the Obligors of Pool Receivables, or any of them, to make payment of all amounts due or to become due to the Seller under any Pool Receivable directly to the Agent or its designee. (iii) The Seller and the Servicer each shall, at the Agent’s request and at the Seller’s and the Servicer’s expense, give notice of such ownership to such Obligors and direct them to make such payments directly to the Agent or its designee. (iv) The Seller and the Servicer each shall, at the Agent’s request, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, all of the Records which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the Pool Receivables, provided that, in the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make available such Records only to the extent that the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such Records, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee. (v) The Agent may take any and all commercially reasonable steps in the Seller’s or the Servicer’s name and on behalf of the Seller and the Purchasers necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Seller’s, or the Servicer’s name on checks and other instruments representing Collections or other proceeds of Pool Receivables, enforcing such Pool Receivables and the related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer might have done. (c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (Lyondell Chemical Co), Receivables Purchase Agreement (Lyondell Chemical Co), Receivables Purchase Agreement (Equistar Chemicals Lp)
Rights of the Agent. (a) The Seller and the Servicer PolyOne each hereby transfer to the Agent the exclusive ownership, dominion and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accountspayments, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At . Further, the Agent may notify at any time during the continuance of an Event of Termination:
(i) The Agent may notify, and at the Seller’s expense, expense the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Interests by the PurchasersOwners.
(iib) At any time:
(i) The Agent may direct the Obligors of Pool Receivables, or any of them, to make payment of all amounts due or to become due to the Seller under any Pool Receivable directly to the Agent or its designee.
(iiiii) The Seller and the Servicer PolyOne each shall, at the Agent’s request and at the Seller’s and the ServicerPolyOne’s expense, give notice of such ownership to such Obligors and direct them to make such payments directly to the Agent or its designee.
(iviii) The Seller and the Servicer PolyOne each shall, at the Agent’s request, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, assemble all of the Records which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the Pool Receivables, provided that, in and shall make the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make same available such Records only to the extent that Agent at a place reasonably selected by the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such RecordsAgent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(viv) The Agent may take any and all commercially reasonable steps in the Seller’s or the ServicerPolyOne’s name and on behalf of the Seller and the Purchasers Owners necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Seller’s, ’s or the ServicerPolyOne’s name on checks and other instruments representing Collections or other proceeds of Pool Receivables, enforcing such Pool Receivables and the related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer PolyOne might have done.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (Polyone Corp), Receivables Purchase Agreement (Polyone Corp), Receivables Purchase Agreement (Polyone Corp)
Rights of the Agent. (a) The Seller and After the Servicer each hereby transfer to the Agent the exclusive dominion and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accounts, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At any time during the continuance occurrence of an Event of Termination:
(i) The Agent may notify, at the Seller’s expenseInvestment Ineligibility, the Obligors of Pool Receivables, or Agent is hereby authorized at any of them, of the ownership of Receivable Interests by the Purchasers.
(ii) The Agent may direct time to instruct the Obligors of Pool Receivables, or any of them, to make payment of all amounts due or to become due to the Seller payable under any Pool Receivable to a Designated Account or the Seller shall, promptly at the Agent's request, send notices to the Obligors of Pool Receivables, or any of them, instructing them to make payment in the manner requested by the Agent. Further, the Agent may notify at any time and at the Seller's expense the Obligors of Pool Receivables, or any of them, of the ownership of Eligible Assets by the Owner.
(b) At any time following the designation of a Collection Agent other than the Seller pursuant to Section 6.01:
(i) The Agent may direct the Obligors of Pool Receivables, or any of them, that payment of all amounts payable under any Pool Receivable be made directly to the Agent or its designee.
(ii) The Seller shall, at the Agent's request and at the Seller's expense, give notice of such ownership to each said Obligor and direct that payments be made directly to the Agent or its designee.
(iii) The Seller and the Servicer each shall, at the Agent’s request and at the Seller’s and the Servicer’s expense, give notice of such ownership to such Obligors and direct them to make such payments directly to the Agent or its designee.
(iv) The Seller and the Servicer each shall, at the Agent’s 's request, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, assemble all of the Records documents, instruments and other records (including, without limitation, computer tapes and disks) which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the such Pool Receivables, provided that, in and shall make the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make same available such Records only to the extent that Agent at a place selected by the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such RecordsAgent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(viv) The Each of the Seller and the Owner, Citibank and CNAI hereby authorizes the Agent may to take any and all commercially reasonable steps in the Seller’s or the Servicer’s 's name and on behalf of the Seller Seller, and the Purchasers Owner necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Seller’s, or the Servicer’s 's name on checks and other instruments representing Collections or other proceeds of Pool Receivables, and enforcing such Pool Receivables and the related Related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer might have done.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 3 contracts
Samples: Trade Receivables Purchase and Sale Agreement (Detroit Edison Securitization Funding LLC), Trade Receivables Purchase and Sale Agreement (Detroit Edison Co), Trade Receivables Purchase and Sale Agreement (Detroit Edison Securitization Funding LLC)
Rights of the Agent. (a) The Seller and the Servicer each hereby transfer to the Agent the exclusive dominion and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accounts, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At any time during the continuance of an Event of Termination:
(i) The Agent may notify, at shall be permitted to conduct the Seller’s expense, Sale as a “going-out-of-business,” “store closing,” “bankruptcy,” or similarly themed sale throughout the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Interests by the Purchasers.
(ii) Sale Term. The Agent may direct shall conduct the Obligors of Pool Receivables, or any of them, to make payment of all amounts due or to become due to the Seller under any Pool Receivable directly to the Agent or its designee.
(iii) The Seller and the Servicer each shall, at the Agent’s request and at the Seller’s and the Servicer’s expense, give notice of such ownership to such Obligors and direct them to make such payments directly to the Agent or its designee.
(iv) The Seller and the Servicer each shall, at the Agent’s request, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, all of the Records which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the Pool Receivables, provided that, Sale in the case name of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make available such Records only to the extent that the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such Records, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(v) The Agent may take any and all commercially reasonable steps in the Seller’s or the Servicer’s name and on behalf of the Seller Merchant in a commercially reasonable manner and in compliance with the terms of this Agreement and the Purchasers Sale Order. The Agent shall provide at the Sale Commencement Date such full time qualified and experienced supervisors engaged by the Agent as independent contractors as Agent deems necessary or desirableto oversee the Sale at the Stores, and shall continue to provide qualified and experienced supervisors, subject to reductions for Store closings, through the Sale Termination Date. In addition to any other rights granted to the Agent hereunder in conducting the Sale, but subject to any applicable agreements to which the Merchant is a party (including the leases in respect of the Stores), except as modified by the Sale Order, the Agent, in the determination exercise of its reasonable discretion, shall have the right:
(a) to establish Sale prices and Stores hours which are consistent with the terms of applicable leases and local laws or regulations, including without limitation Sunday closing laws;
(b) to transfer Merchandise between Stores, provided that, Merchant and Agent shall agree on procedures to record the transfers, receipts and deliveries of Merchandise to and from distributions centers, Stores (excluding distribution centers) and to customers so as to insure that each item of Merchandise is properly accounted for in the Inventory Taking;
(c) except as otherwise expressly included as an Expense, to use without charge during the Sale Term all FF&E, bank accounts (provided that the Merchant and the Agent shall jointly account for all funds pertaining to sales made prior to the Sale Commencement Date), computer hardware and software, existing Supplies located at the Stores, Store keys, case keys, security codes, and safe and lock combinations required to gain access to and operate the Stores, advertising materials, and any other assets of the AgentMerchant (whether owned, leased, or licensed) consistent with applicable terms of leases or licenses (except as modified by the Sale Order). The Agent will deliver to collect Merchant all amounts due under any keys, codes, and combinations at the end of the Sale. Agent shall be permitted to leave all Pool Receivablesitems of FF&E, materials and Supplies in place in the Stores that have not been expended or sold through the Sale;
(d) to use (i) designated areas of the Merchant’s central office facilities, central administrative services, and certain personnel to process payroll, perform MIS and provide other central office services necessary for the Sale, at no additional cost to Agent in excess of the Expense amount set forth in Section 4.1; and (ii) available offices located at the Merchant’s central office facility;
(e) to establish and implement advertising, signage, and promotion programs consistent with the “going-out-of-business,” “store closing,” “bankruptcy,” or similar theme (including, without limitation, endorsing the Seller’sby means of media advertising, or the Servicer’s name on checks A-frame, similar interior and other instruments representing Collections or other proceeds of Pool Receivables, enforcing such Pool Receivables exterior signs and the related Contractsbanners, and adjusting, settling or compromising use of sign walkers) in a manner consistent with the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer might have done.Sale Order; and
(cf) At any time during to supplement the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and Merchandise at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool ReceivablesStores with Additional Agent Merchandise in accordance with Section 8.9 hereof.
Appears in 2 contracts
Samples: Agency Agreement (Sharper Image Corp), Asset Purchase Agreement
Rights of the Agent. (a) The Seller and the Servicer each Agent is hereby transfer authorized, at any time, upon notice to the Agent Seller after the exclusive dominion and control occurrence of (x) the Lock-Box Accounts an Event of Termination or Incipient Event of Termination, to which direct the Obligors of Pool Receivables Receivables, or any of them (and the Seller shall at the Agent's request and at the Seller's expense, direct such Obligors), to make payments and (y) payment of all amounts payable under any Pool Receivable directly to the other Restricted AccountsDesignated Account. Further, and shall take any further action that the Agent may reasonably request (upon notice to effect such transfer.
(bthe Seller and at the Seller's expense) At may, at any time during after the continuance occurrence of an Event of Termination or Incipient Event of Termination:
(i) The Agent may notify, at the Seller’s expense, notify the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Interests by the PurchasersPurchasers and the Banks.
(iib) At any time after the occurrence of an Event of Termination or Incipient Event of Termination:
(i) The Agent may direct the Obligors of Pool Receivables, or any of them, to make that payment of all amounts due or to become due to the Seller payable under any Pool Receivable be made directly to the Agent or its designee.
(ii) The Seller shall, at the Agent's request and at the Seller's expense, give notice of the ownership of Receivable Interests by the Agent, for the benefit of the Purchasers and the Banks to each such Obligor and direct that payments be made directly to the Agent or its designee.
(iii) The Seller and the Servicer each Originator shall, at the Agent’s 's request and at the Seller’s and the Servicer’s 's expense, give notice of such ownership to such Obligors and direct them to make such payments directly to the Agent or its designee.
(iv) The Seller and the Servicer each shall, at the Agent’s request, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, assemble all of the Records documents, instruments and other records (including, without limitation, computer tapes and disks) which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the such Pool Receivables, provided that, in and shall make the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make same available such Records only to the extent that Agent at a place selected by the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such RecordsAgent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(viv) The Each of the Seller, each Purchaser and each Bank hereby authorizes the Agent may to take any and all commercially reasonable steps in the Seller’s or the Servicer’s 's name and on behalf of the Seller and the Purchasers necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Seller’s, or the Servicer’s 's name on checks and other instruments representing Collections or other proceeds of Pool Receivables, Receivables and enforcing such Pool Receivables and the related ContractsContracts and taking action or causing action to be taken with respect to any Related Security, and adjusting, settling or compromising the amount or payment thereof, in including with respect to transferring possession of the same manner and to the same extent as the Seller Agent or the Servicer might have doneits designee.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 2 contracts
Samples: Receivables Purchase and Sale Agreement (Northeast Utilities System), Receivables Purchase and Sale Agreement (North Atlantic Energy Corp /Nh)
Rights of the Agent. (a) The Seller and the Servicer each Purchaser is hereby transfer ------------------- authorized to the Agent the exclusive dominion and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accounts, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At any time during the continuance of an Event of Termination:
(i) The Agent may notify, notify at the Seller’s expense, 's expense the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Interests thereof by the PurchasersPurchaser.
(iib) At any time following the designation of a Collection Agent other than Services pursuant to Section 6.01:
(i) The Agent Purchaser may direct the Obligors of Pool Receivables, or any of them, to make that payment of all amounts due or to become due to the Seller payable under any Pool Receivable be made directly to the Agent Purchaser or its designee.
(ii) The Seller shall, at the Purchaser's request and at the Seller's expense, give notice of such ownership to each said Obligor and direct that payments be made directly to the Purchaser or its designee.
(iii) The Seller and the Servicer each shall, at the Agent’s request and at the Seller’s and the Servicer’s expense, give notice of such ownership to such Obligors and direct them to make such payments directly to the Agent or its designee.
(iv) The Seller and the Servicer each shall, at the Agent’s Purchaser's request, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, assemble all of the Records documents, instruments and other records (including, without limitation, computer tapes and disks) which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the such Pool Receivables, provided that, in and shall make the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make same available such Records only to the extent that Purchaser at a place selected by the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such RecordsPurchaser or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent Purchaser and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent Purchaser or its designee.
(viv) The Seller hereby authorizes the Purchaser (or the Agent may on the Purchaser's behalf) to take any and all commercially reasonable steps in the Seller’s or the Servicer’s 's name and on behalf of the Seller and the Purchasers Purchaser necessary or desirable, in the determination of the AgentPurchaser (or the Agent on its behalf), to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Seller’s, or the Servicer’s 's name on checks and other instruments representing Collections or other proceeds of Pool Receivables, and enforcing such Pool Receivables and the related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer might have done.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 2 contracts
Samples: Receivables Sale Agreement (Alliant Energy Corp), Receivables Purchase and Sale Agreement (Alliant Energy Corp)
Rights of the Agent. (a) The Seller and the Servicer each hereby transfer Transfer to the Agent the exclusive ownership, dominion and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accountspayments, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At Transfer. Further, the Agent may notify at any time during the continuance of an Event of Termination:
(i) The Agent may notify, and at the Seller’s expense, expense the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Interests the Purchased Property by the PurchasersOwners.
(iib) At any time:
(i) The Agent may direct the Obligors of Pool Receivables, or any of them, to make payment of all amounts due or to become due to the Seller under any Pool Receivable directly to the Agent or its designee.
(iiiii) The Seller and the Servicer each shall, at the Agent’s request and at the Seller’s and the Servicer’s expense, give notice of such ownership to such Obligors and direct them to make such payments directly to the Agent or its designee.
(iviii) The Seller and the Servicer each shall, at the Agent’s request, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, assemble all of the Records which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the Pool Receivables, provided that, in and shall make the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make same available such Records only to the extent that Agent at a place reasonably selected by the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such RecordsAgent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transferTransfer, to the Agent or its designee.
(viv) The Agent may take any and all commercially reasonable steps in the Seller’s or the Servicer’s name and on behalf of the Seller and the Purchasers Owners necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Seller’s, ’s or the Servicer’s name on checks and other instruments representing Collections or other proceeds of Pool Receivables, enforcing such Pool Receivables and the related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer PolyOne might have done.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Polyone Corp), Receivables Purchase Agreement (Polyone Corp)
Rights of the Agent. (a) The Seller and At any time following the Servicer each occurrence of a Termination Event, the Agent is hereby authorized to give notice to the Lock-Box Banks of the transfer to the Agent the exclusive of dominion and control of (x) over the Locklock-Box Accounts box accounts to which the Obligors of Pool Receivables shall make payments payments, as set forth in the Lock-Box Agreement. Seller hereby transfers to the Agent, effective when the Agent shall give such notice to the Lock-Box Banks, the exclusive dominion and (y) the other Restricted Accountscontrol over such lock-box accounts, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At . Further, at any time during the continuance of an Event of Termination:
(i) The Agent may notify, at the Seller’s expense, notify the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Undivided Interests by the Agent, on behalf of the Purchasers.
(iib) At any time after the occurrence of a Termination Event:
(i) The Agent may direct the Obligors of Pool ReceivablesReceivables that are denominated in U.S. Dollars, or any of them, to make that payment of all amounts due or to become due to the Seller payable under any Pool Receivable be made directly to the Agent or its designee.
(ii) API shall, at the Agent's request and at API's expense, give notice of the ownership of the Pool Receivables that are denominated in U.S. Dollars by the Agent, on behalf of the Purchasers, to each said Obligor and direct that payments be made directly to the Agent or its designee.
(iii) The Seller and the Servicer each shall, at the Agent’s request and at the Seller’s and the Servicer’s expense, give notice of such ownership to such Obligors and direct them to make such payments directly to the Agent or its designee.
(iv) The Seller and the Servicer each shall, at the Agent’s 's request, (A) assemble, and make available or cause to the Agent at a place reasonably selected by the Agent or its designeebe assembled, all of the Records documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence or relate to the Pool ReceivablesReceivables that are denominated in U.S. Dollars, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the such Pool Receivables, provided that, in and shall make the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make same available such Records only to the extent that Agent at a place selected by the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such RecordsAgent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables that are denominated in U.S. Dollars in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(viv) The Each of each Purchaser and Seller hereby authorizes the Agent may to take any and all commercially reasonable steps in the Seller’s or the Servicer’s 's name and on behalf of the Seller and the Purchasers any Purchaser necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Seller’s, or the Servicer’s 's name on checks and other instruments representing Collections or other proceeds of Pool Receivables, and enforcing such Pool Receivables and the related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer might have done.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 1 contract
Rights of the Agent. (a) The Seller and the Servicer PolyOne each hereby transfer to the Agent the exclusive ownership, dominion and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accountspayments, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At . Further, the Agent may notify at any time during the continuance of an Event of Termination:
(i) The Agent may notify, and at the Seller’s expense, 's expense the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Interests by the PurchasersOwners.
(iib) At any time:
(i) The Agent may direct the Obligors of Pool Receivables, or any of them, to make payment of all amounts due or to become due to the Seller under any Pool Receivable directly to the Agent or its designee.
(iiiii) The Seller and the Servicer PolyOne each shall, at the Agent’s 's request and at the Seller’s 's and the Servicer’s PolyOne's expense, give notice of such ownership to such Obligors and direct them to make such payments directly to the Agent or its designee.
(iviii) The Seller and the Servicer PolyOne each shall, at the Agent’s 's request, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, assemble all of the Records which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the Pool Receivables, provided that, in and shall make the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make same available such Records only to the extent that Agent at a place reasonably selected by the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such RecordsAgent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(viv) The Agent may take any and all commercially reasonable steps in the Seller’s 's or the Servicer’s PolyOne's name and on behalf of the Seller and the Purchasers Owners necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Seller’s, 's or the Servicer’s PolyOne's name on checks and other instruments representing Collections or other proceeds of Pool Receivables, enforcing such Pool Receivables and the related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer PolyOne might have done.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 1 contract
Rights of the Agent. (a) The Seller Seller, the Servicer and the Servicer Receivables Administrator each hereby transfer to the Agent the exclusive dominion and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accounts, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At any time during the continuance of an Event of Termination:
(i) The Agent may notify, at the Seller’s expense, the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Interests by the Purchasers.
(ii) The Agent may direct the Obligors of Pool Receivables, or any of them, to make payment of all amounts due or to become due to the Seller under any Pool Receivable directly to the Agent or its designee.
(iii) The Seller and the Servicer each shall, at the Agent’s request and at the Seller’s and the Servicer’s expense, give notice of such ownership to such Obligors and direct them to make such payments directly to the Agent or its designee.
(iv) The Seller and the Servicer each shall, at the Agent’s request, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, all of the Records which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the Pool Receivables, provided that, in the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make available such Records only to the extent that the license for such property so permits, and provided, further, that during the continuance of a Potential an Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such Records, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(v) The Agent may take any and all commercially reasonable steps in the Seller’s or the Servicer’s name and on behalf of the Seller and the Purchasers necessary or desirablenecessary, in the reasonable determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Seller’s, or the Servicer’s name on checks and other instruments representing Collections or other proceeds of Pool Receivables, enforcing such Pool Receivables and the related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer might have done.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Fidelity National Information Services, Inc.)
Rights of the Agent. (a) At any time (i) if the Agent is reasonably insecure as to the ability of the Collection Agent to perform under this Agreement or reasonably dissatisfied with the collection performance of the Pool Receivables, (ii) after the occurrence and during the continuance of an Event of Investment Ineligibility or an event that would constitute an Event of Investment Ineligibility but for the requirement that notice be given or time elapse or both or (iii) after the Termination Date, the Agent is hereby authorized to date, and to deliver to the Lock-Box Banks, the Lock-Box Notices delivered hereunder. The Seller and hereby, when the Servicer each hereby transfer Agent shall deliver the Lock-Box Notices to the Lock-Box Banks, transfers to the Agent the exclusive dominion ownership and control of (x) the Locklock-Box Accounts box accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accountspayments, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At . In case any authorized signatory of the Seller whose signature shall appear on any Lock-Box Notice shall cease to have such authority before the delivery of such Lock-Box Notice, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such delivery. Further, the Agent may notify at any time during the continuance of an Event of Termination:
(i) The Agent may notify, and at the Seller’s expense, 's expense the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Interests Eligible Assets by the PurchasersOwners.
(iib) At any time following the designation of a Collection Agent other than Dial or any of its Affiliates pursuant to Section 6.01:
(i) The Agent may direct the Obligors of Pool Receivables, or any of them, to make that payment of all amounts due or to become due to the Seller payable under any Pool Receivable be made directly to the Agent or its designee.
(ii) The Seller shall, at the Agent's request and at the Seller's expense, give notice of such ownership to each said Obligor and direct that payments be made directly to the Agent or its designee.
(iii) The Seller and the Servicer each shall, at the Agent’s request and at the Seller’s and the Servicer’s expense, give notice of such ownership to such Obligors and direct them to make such payments directly to the Agent or its designee.
(iv) The Seller and the Servicer each shall, at the Agent’s 's request, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, assemble all of the Records documents, instruments and other records (including, without limitation, computer tapes and disks) which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the such Pool Receivables, provided that, in and shall make the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make same available such Records only to the extent that Agent at a place selected by the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such RecordsAgent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, shall promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(viv) The Agent may take any and all commercially reasonable steps in the Seller’s or the Servicer’s 's name and on behalf of the Seller and the Purchasers Owners necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Seller’s, or the Servicer’s 's name on checks and other instruments representing Collections or other proceeds of Pool Receivables, and enforcing such Pool Receivables and the Related Contracts.
SECTION 6.04. Responsibilities of the Seller. Anything herein to the contrary -41- 42 notwithstanding:
(a) The Seller shall perform all of its obligations under the Contribution and Sale Agreement related Contracts, and adjusting, settling or compromising to the amount or payment thereof, in the same manner and Pool Receivables to the same extent as if Eligible Assets had not been sold hereunder and the exercise by the Agent of its rights hereunder shall not relieve Seller from such obligations or its obligations with respect to Pool Receivables; and
(b) Neither the Agent nor the Owners shall have any obligation or liability with respect to any Pool Receivables or related Contracts or the Servicer might have done.
(c) At Contribution and Sale Agreement, nor shall any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request them be obligated to perform any of the Obligors obligations of Pool Receivables to confirm Dial or the Outstanding Balance of such Obligor’s Pool ReceivablesSeller thereunder.
Appears in 1 contract
Samples: Trade Receivables Purchase and Sale Agreement (Dial Corp /New/)
Rights of the Agent. (a) The Seller and the Servicer each hereby transfer to the Agent the exclusive dominion and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accounts, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At any time during following the continuance designation of an Event a Collection Agent other than the Seller pursuant to paragraph 9(k) (the Agent and the Purchaser each expressly agrees that it will not take any of Termination:the following actions prior to such replacement of the Seller as Collection Agent subject to the last sentence of paragraph 9(k)):
(iA) The Agent may notify, at the Seller’s expense, notify the Obligors of Pool Purchased Lease Receivables, or any of them, of the ownership of Receivable Interests by the Purchasers.
(ii) The Agent may Purchaser's interest in Purchased Assets and direct the Obligors of Pool Receivablessuch Obligors, or any of them, to make that payment of all amounts due or to become due to the Seller payable under any Pool Purchased Lease Receivable be made directly to the Agent or its designee.
(iiiB) The Agent may in connection with the Agent's notification of Obligors as provided in paragraph 9(c)(A), complete and deliver the original Notice of Assignment to any Obligor of the Purchased Lease Receivables.
(C) The Seller and the Servicer each shall, at the Agent’s request and at the Seller’s and the Servicer’s expense, give notice of such ownership to such Obligors and direct them to make such payments directly to the Agent or its designee.
(iv) The Seller and the Servicer each shall, at the Agent’s 's request, (A1) assembleassemble all Records which the Agent reasonably believes are necessary or appropriate for the administration and enforcement of the Purchased Lease Receivables, and shall make the same available to the Agent at a place reasonably selected by the Agent or its designee, all of the Records which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the Pool Receivables, provided that, in the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make available such Records only to the extent that the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such RecordsSeller's offices, and (B2) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Purchased Lease Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receiptwithin two (2) Business Days following receipt thereof, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(vD) The Each of the Seller and the Purchaser hereby authorizes the Agent may take any to take, subject to paragraph 9(l) and all commercially reasonable steps paragraph 9(m) hereof, in the Seller’s or the Servicer’s 's name (if necessary) and on behalf of the Seller and the Purchasers Purchaser, any and all steps necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Purchased Lease Receivables, including, without limitation, endorsing the Seller’s, or the Servicer’s 's name on checks and other instruments representing Collections or other proceeds of Pool Receivables, and enforcing such Pool Purchased Lease Receivables and the related ContractsLeases. The Agent shall give the Seller and its agents and representatives promptly upon the Seller's request, access to all information maintained by or for the Agent relating the collections of the Purchased Lease Receivables and other amounts received from Obligors, if any, and adjusting, settling shall allow the Seller and its agents or compromising representatives to make copies or extracts of such information and shall provide to the amount or payment thereofSeller electronic data files regarding such information, in the same manner and to the same extent as the Seller or the Servicer might have done.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and each case at the Seller’s 's sole expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 1 contract
Samples: Lease Receivables Purchase Agreement (MLC Holdings Inc)
Rights of the Agent. (a) The Agent is hereby authorized at any time after the occurrence and during the continuance of a Potential Event of Termination or an Event of Termination, to date, and to deliver to the Lock-Box Banks, the Lock-Box Notices referred to in the Lock-Box Agreements. The Seller and Crown (USA) each hereby, when the Servicer each hereby transfer Agent shall deliver such Lock-Box Notices to the Lock-Box Banks, transfers to the Agent the exclusive ownership, dominion and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accountspayments, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At . Further, the Agent may notify at any time after the occurrence and during the continuance of a Potential Event of Termination or an Event of Termination:
(i) The Agent may notify, and at the Seller’s expense, expense the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Interests by the PurchasersOwners.
(iib) At any time following the designation by the Agent of a Servicer other than Crown (USA) pursuant to Section 6.01:
(i) The Agent may direct the Obligors of Pool Receivables, or any of them, to make payment of all amounts due or to become due to the Seller under any Pool Receivable directly to the Agent or its designee.
(iiiii) The Seller and the Servicer Crown (USA) each shall, at the Agent’s request and at the Seller’s and the ServicerCrown (USA)’s expense, give notice of such the ownership to such Obligors of any Receivable Interests by the Owners and direct them the Obligors to make such payments directly to the Agent or its designee.
(iviii) The Seller and the Servicer Crown (USA) each shall, at the Agent’s request, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, assemble all of the Records which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the Pool Receivables, provided that, in and shall make the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make same available such Records only to the extent that Agent at a place reasonably selected by the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such RecordsAgent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(viv) The Agent may take any and all commercially reasonable steps in the Seller’s Seller’ss or the ServicerCrown (USA)’s name and on behalf of the Seller and the Purchasers Owners necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Seller’s, Seller’ss or the ServicerCrown (USA)’s name on checks and other instruments representing Collections or other proceeds of Pool ReceivablesCollections, enforcing such Pool Receivables and the related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer Crown (USA) might have done.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Crown Holdings Inc)
Rights of the Agent. (a) The Seller and the Servicer each hereby transfer transfers to the Agent the exclusive dominion ownership and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accounts, the Quill P.O. Box and shall the Quill Account, and the Seller hereby agrees to take any further action necessary that the Agent may reasonably request to effect such transfer.
. The Agent is hereby authorized at any time following a Downgrade Event or an Event of Termination (a) to notify any or all of the Lock-Box Banks and American National Bank and Trust Company to remit all amounts deposited in the applicable Lock-Box Accounts, the Quill Account or other accounts directly to the Agent or its designee and (b) to deliver to any appropriate official of the United States Postal Service the Quill P.O. Box Certificate delivered hereunder and take any action with respect to the Quill P.O. Box that Quill or the Servicer was entitled to take prior to the delivery of the Quill P.O. Box Certificate, including, without limitation, receiving or otherwise directing the delivery of all moneys, instruments, checks and other remittances or documents delivered to the Quill P.O. Box. At any time during following the occurrence and continuance of an Event of Termination:
Termination or the designation of a Servicer other than Staples pursuant to SECTION 6.01, (i) The the Agent may notify (or may direct the Servicer to notify, ) at the Seller’s expense, any time the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Interests by Purchasers' and the Purchasers.
(ii) The Agent may Liquidity Providers' interest in Receivables Assets and direct the Obligors of Pool Receivablessuch Obligors, or any of them, to make that payment of all amounts due or to become due to the Seller payable under any Pool Receivable be made directly to the Agent or its designee.
; (iiiii) The the Seller and the Servicer each shall, at the Agent’s 's request and at the Seller’s and the Servicer’s 's expense, give notice of such ownership the Purchasers' and the Liquidity Providers' interest in Receivables to such Obligors each Obligor and direct them to make such that payments be made directly to the Agent or its designee.
; and (iviii) The Seller each of the Seller, each Purchaser and the Servicer each shall, at the Agent’s request, (A) assemble, and make available to Liquidity Providers hereby authorizes the Agent at a place reasonably selected by the Agent or its designee, all of the Records which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the Pool Receivables, provided that, in the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make available such Records only to the extent that the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such Records, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(v) The Agent may take any and all commercially reasonable steps in the Seller’s or the Servicer’s 's name and on behalf of the Seller Seller, the Purchasers and the Purchasers Liquidity Providers necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Seller’s, or the Servicer’s any Transaction Party's name on checks and other instruments representing Collections or other proceeds of Pool Receivables, and enforcing such Pool Receivables and Receivables. Notwithstanding the related Contracts, and adjusting, settling assignment of any rights by Hackensack or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller under the Originator Sale Agreement or the Servicer might have done.
(c) At any time during the continuance of a Triggering EventSale and Contribution Agreement, respectively, the Agent may, upon the instructions shall not exercise any of the Required Purchasers and at Hackensack's or the Seller’s expense, request 's rights to give or require notice to Obligors at any of the Obligors of Pool Receivables time that it would not be entitled to confirm the Outstanding Balance of give such Obligor’s Pool Receivablesnotice under this SECTION 6.03.
Appears in 1 contract
Rights of the Agent. (a) The Agent is hereby authorized at any time after the occurrence and during the continuance of a Potential Event of Termination or an Event of Termination, to date, and to deliver to the Lock-Box Banks, the Lock-Box Notices referred to in the Lock-Box Agreements. The Seller and Crown (USA) each hereby, when the Servicer each hereby transfer Agent shall deliver such Lock-Box Notices to the Lock-Box Banks, transfers to the Agent the exclusive ownership, dominion and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accountspayments, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At . Further, the Agent may notify at any time after the occurrence and during the continuance of a Potential Event of Termination or an Event of Termination:
(i) The Agent may notify, and at the Seller’s expense, expense the Obligors of Pool Receivables, or any of them, of the ownership of the Receivable Interests by the PurchasersAgent on behalf of the Owners.
(iib) At any time following the designation by the Agent of a Servicer other than Crown (USA) pursuant to Section 6.01:
(i) The Agent may direct the Obligors of Pool Receivables, or any of them, to make payment of all amounts due or to become due to the Seller under any Pool Receivable directly to the Agent or its designee.
(iiiii) The Seller and the Servicer Crown (USA) each shall, at the Agent’s request and at the Seller’s and the ServicerCrown (USA)’s expense, give notice of such the ownership to such Obligors of the Receivable Interests by Agent on behalf of the Owners and direct them the Obligors to make such payments directly to the Agent or its designee.
(iviii) The Seller and the Servicer Crown (USA) each shall, at the Agent’s request, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, assemble all of the Records which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the Pool Receivables, provided that, in and shall make the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make same available such Records only to the extent that Agent at a place reasonably selected by the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such RecordsAgent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(viv) The Agent may take any and all commercially reasonable steps in the Seller’s or the ServicerCrown (USA)’s name and on behalf of the Seller and the Purchasers Owners necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Seller’s, ’s or the ServicerCrown (USA)’s name on checks and other instruments representing Collections or other proceeds of Pool ReceivablesCollections, enforcing such Pool Receivables and the related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer Crown (USA) might have done.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Crown Holdings Inc)
Rights of the Agent. (a) The Seller and At any time following the Servicer each occurrence of a Termination Event, the Agent is hereby authorized to give notice to the Lock-Box Banks of the transfer to the Agent the exclusive of dominion and control of (x) over the Locklock-Box Accounts box accounts to which the Obligors of Pool Receivables shall make payments payments, as set forth in the Lock-Box Agreement. Seller hereby transfers to the Agent, effective when the Agent shall give such notice to the Lock-Box Banks, the exclusive dominion and (y) the other Restricted Accountscontrol over such lock-box accounts, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At . Further, at any time during the continuance of an Event of Termination:
(i) The Agent may notify, at the Seller’s expense, notify the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Undivided Interests by the PurchasersPurchaser.
(iib) At any time after the occurrence of a Termination Event:
(i) The Agent may direct the Obligors of Pool Receivables, Receivables or any of them, to make that payment of all amounts due or to become due to the Seller payable under any Pool Receivable be made directly to the Agent or its designee.
(ii) API shall, at the Agent's request and at API's expense, give notice of the ownership of the Pool Receivables by Purchaser to each said Obligor and direct that payments be made directly to the Agent or its designee.
(iii) The Seller and the Servicer each shall, at the Agent’s request and at the Seller’s and the Servicer’s expense, give notice of such ownership to such Obligors and direct them to make such payments directly to the Agent or its designee.
(iv) The Seller and the Servicer each shall, at the Agent’s 's request, (A) assemble, and make available or cause to the Agent at a place reasonably selected by the Agent or its designeebe assembled, all of the Records documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence or relate to the Pool Receivables, Receivables and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the such Pool Receivables, provided that, in and shall make the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make same available such Records only to the extent that Agent at a place selected by the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such RecordsAgent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(viv) The Each of Purchaser and Seller hereby authorizes the Agent may to take any and all commercially reasonable steps in the Seller’s or the Servicer’s 's name and on behalf of the Seller and the Purchasers Purchaser necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Seller’s, or the Servicer’s 's name on checks and other instruments representing Collections or other proceeds of Pool Receivables, and enforcing such Pool Receivables and the related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer might have done.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 1 contract
Rights of the Agent. (a) The Seller and At any time following the Servicer each occurrence of a Termination Event, the Agent is hereby authorized to give notice to the Lock-Box Banks of the transfer to the Agent the exclusive of dominion and control of (x) over the Locklock-Box Accounts box accounts to which the Obligors of Pool Receivables shall make payments payments, as set forth in the Lock-Box Agreement. Each Seller hereby transfers to the Agent, effective when the Agent shall give such notice to the Lock-Box Banks, the exclusive dominion and (y) the other Restricted Accountscontrol over such lock-box accounts, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At . Further, at any time during the continuance of an Event of Termination:
(i) The Agent may notify, at the Seller’s expense, notify the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Undivided Interests by the Agent, on behalf of the Purchasers.
(iib) At any time after the occurrence of a Termination Event:
(i) The Agent may direct the Obligors of Pool ReceivablesReceivables that are denominated in U.S. Dollars, or any of them, to make that payment of all amounts due or to become due to the Seller payable under any Pool Receivable be made directly to the Agent or its designee.
(ii) API shall, at the Agent's request and at API's expense, give notice of the ownership of the Pool Receivables that are denominated in U.S. Dollars by the Agent, on behalf of the Purchasers, to each said Obligor and direct that payments be made directly to the Agent or its designee.
(iii) The Each Seller and the Servicer each shall, at the Agent’s request and at the Seller’s and the Servicer’s expense, give notice of such ownership to such Obligors and direct them to make such payments directly to the Agent or its designee.
(iv) The Seller and the Servicer each shall, at the Agent’s 's request, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, assemble all of the Records documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence or relate to the Pool ReceivablesReceivables that are denominated in U.S. Dollars, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the such Pool Receivables, provided that, in and shall make the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make same available such Records only to the extent that Agent at a place selected by the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such RecordsAgent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables that are denominated in U.S. Dollars in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(viv) The Each of each Purchaser and each Seller hereby authorizes the Agent may to take any and all commercially reasonable steps in the any Seller’s or the Servicer’s 's name and on behalf of the any Seller and the Purchasers any Purchaser necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the any Seller’s, or the Servicer’s 's name on checks and other instruments representing Collections or other proceeds of Pool Receivables, and enforcing such Pool Receivables and the related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer might have done.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 1 contract
Rights of the Agent. (a) The Seller and the Servicer each Agent is hereby transfer authorized at any time to the Agent the exclusive dominion and control of (x) the Lock-Box Accounts to which instruct the Obligors of Pool Receivables shall Receivables, or any of them, to make payments and (y) payment of all amounts payable under any Pool Receivable to a Designated Account. The Seller shall, promptly at the other Restricted AccountsAgent's request, and shall take send notices to the Obligors of Pool Receivables, or any further action that of them, instructing them to make payment in the manner requested by the Agent. Further, the Agent may reasonably request to effect such transfer.
(b) At notify at any time during the continuance of an Event of Termination:
(i) The Agent may notify, and at the Seller’s expense, 's expense the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Interests Shares by the PurchasersOwners.
(iib) At any time following the designation of a Collection Agent other than the Seller pursuant to Section 6.01:
(i) The Agent may direct the Obligors of Pool Receivables, or any of them, to make payment of all amounts due or to become due to the Seller under any Pool Receivable directly to the Agent or its designee.
(iiiii) The Seller and the Servicer each shall, at the Agent’s 's request and at the Seller’s and the Servicer’s 's expense, give notice of such ownership to such Obligors and direct them to make such payments directly to the Agent or its designee.
(iviii) The Seller and the Servicer each shall, at the Agent’s 's request, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, assemble all of the Records documents, instruments and other records (including, without limitation, computer tapes and disks) which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the such Pool Receivables, provided that, in and shall make the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make same available such Records only to the extent that Agent at a place selected by the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such RecordsAgent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(viv) The Agent may take any and all commercially reasonable steps in the Seller’s or the Servicer’s 's name and on behalf of the Seller and the Purchasers Owners necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Seller’s, or the Servicer’s 's name on checks and other instruments representing Collections or other proceeds of Pool ReceivablesCollections, enforcing such Pool Receivables and the related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer might have done.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Ies Utilities Inc)
Rights of the Agent. (a) The Seller and the Servicer each hereby transfer to the Agent the exclusive dominion and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accounts, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At any time during the continuance of an Event of Termination:
(i) The Agent may notify, at shall be permitted to conduct the Seller’s expense, Sale as a “going-out-of-business,” “store closing,” “bankruptcy,” or similarly themed sale throughout the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Interests by the Purchasers.
(ii) Sale Term. The Agent may direct shall conduct the Obligors of Pool Receivables, or any of them, to make payment of all amounts due or to become due to the Seller under any Pool Receivable directly to the Agent or its designee.
(iii) The Seller and the Servicer each shall, at the Agent’s request and at the Seller’s and the Servicer’s expense, give notice of such ownership to such Obligors and direct them to make such payments directly to the Agent or its designee.
(iv) The Seller and the Servicer each shall, at the Agent’s request, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, all of the Records which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the Pool Receivables, provided that, Sale in the case name of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make available such Records only to the extent that the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such Records, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(v) The Agent may take any and all commercially reasonable steps in the Seller’s or the Servicer’s name and on behalf of the Seller Merchant in a commercially reasonable manner and in compliance with the terms of this Agreement and the Purchasers Sale Order. The Agent shall provide at the Sale Commencement Date such full time qualified and experienced supervisors engaged by the Agent as independent contractors as Agent deems necessary or desirableto oversee the Sale at the Stores, and shall continue to provide qualified and experienced supervisors, subject to reductions for Store closings, through the Sale Termination Date. In addition to any other rights granted to the Agent hereunder in conducting the Sale, but subject to any applicable agreements to which the Merchant is a party (including the leases in respect of the Stores), except as modified by the Sale Order, the Agent, in the determination exercise of its reasonable discretion, shall have the right:
(a) to establish Sale prices and Stores hours which are consistent with the terms of applicable leases and local laws or regulations, including without limitation Sunday closing laws;
(b) to transfer Merchandise between Stores, provided that, Merchant and Agent shall agree on procedures to record the transfers, receipts and deliveries of Merchandise to and from distributions centers, Stores (excluding distribution centers) and to customers so as to insure that each item of Merchandise is properly accounted for in the Inventory Taking;
(c) except as otherwise expressly included as an Expense, to use without charge during the Sale Term all FF&E, bank accounts (provided that the Merchant and the Agent shall jointly account for all funds pertaining to sales made prior to the Sale Commencement Date), computer hardware and software, existing Supplies located at the Stores, Store keys, case keys, security codes, and safe and lock combinations required to gain access to and operate the Stores, advertising materials, and any other assets of the AgentMerchant (whether owned, leased, or licensed) consistent with applicable terms of leases or licenses (except as modified by the Sale Order). The Agent will deliver to collect Merchant all amounts due under any keys, codes, and combinations at the end of the Sale. Agent shall be permitted to leave all Pool Receivablesitems of FF&E, materials and Supplies in place in the Stores that have not been expended or sold through the Sale;
(d) to use (i) designated areas of the Merchant’s central office facilities, central administrative services, and certain personnel to process payroll, perform MIS and provide other central office services necessary for the Sale, at no additional cost to Agent in excess of the Expense amount set forth in Section 4.1; and (ii) available offices located at the Merchant’s central office facility; and
(e) to establish and implement advertising, signage, and promotion programs consistent with the “going-out-of-business,” “store closing,” “bankruptcy,” or similar theme (including, without limitation, endorsing the Seller’sby means of media advertising, or the Servicer’s name on checks A-frame, similar interior and other instruments representing Collections or other proceeds of Pool Receivables, enforcing such Pool Receivables exterior signs and the related Contractsbanners, and adjusting, settling or compromising use of sign walkers) in a manner consistent with the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer might have doneSale Order.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 1 contract
Samples: Agency Agreement
Rights of the Agent. (a) The Seller and the Servicer each hereby transfer to the Agent the exclusive dominion and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accounts, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At any time during the continuance of an Event of Terminationmay:
(i) The Agent may notifyperform any one of its duties, at obligations or responsibilities in accordance with the Seller’s expenseFinance Documents through its personnel, the Obligors its representatives or pursuant to a delegation of Pool Receivables, powers or through any agent of them, of the ownership of Receivable Interests by the Purchasers.its choice;
(ii) The Agent may direct the Obligors of Pool Receivablesinstruct and, or any of them, to make payment of all amounts due or to become due without prejudice to the Seller under provisions of Clause 20(Costs, expenditure and registrations), remunerate any Pool Receivable directly lawyers, accountants, surveyors or other experts for the purposes of the provision of any advice or services that may appear necessary, relevant or desirable to it (if any such liability is material, it shall be subject to a Decision of the Agent or its designee.Lenders) and rely on the advice so obtained;
(iii) The Seller and the Servicer each shall, at the Agent’s request and at the Seller’s and the Servicer’s expense, give notice of such ownership to such Obligors and direct them to make such payments directly refrain from exercising any right or prerogative held by it pursuant to the Agent or its designee.Finance Documents until such time as it is has procured the Decision of the Lenders or, as the case may be, the consent of all the Lenders;
(iv) The Seller and the Servicer each shall, at the Agent’s request, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, all of the Records which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the Pool Receivables, provided that, in the case of Records consisting of computer programs, data processing software and notwithstanding any other intellectual property under license provision hereof, refrain from third parties, the Servicer will make available such Records only taking any action which would or could in its view be contrary to the extent that the license for such property so permits, and provided, further, that during the continuance any applicable law in any country or any applicable directive or regulations of any emanation of a Potential Event State or any action which would or could make it liable to any person and take action which is in its view necessary to comply with the provisions of Terminationany such law, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such Records, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections directive or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.regulations;
(v) The Agent may take any and all commercially reasonable steps in unless it receives written notice to the Seller’s or contrary, treat the Servicer’s name and on behalf Lenders who make available a portion of the Seller Facility as the recipients of the repayment of such portion of the Facility;
(vi) presume that no General Acceleration Event or Property Acceleration Event has occurred, unless the Agent in such capacity has effective knowledge to the contrary, in accordance with the conditions of paragraph (viii);
(vii) refrain from taking any measures in order to enforce the rights of a Lender pursuant to the Agreement or any one of the other Finance Documents until such time as it has been indemnified or secured against any cost or loss (including legal costs) that it would or might incur in such context;
(viii) rely on any information provided to it or any document that it believes to be a true copy of the original and to have been provided or signed by the person whom it presumes signed such document;
(ix) rely on any fact or event that should be reasonably known to a Group Company on the basis of a representation of a Borrower;
(x) place any one of the Finance Documents and any other deeds or documents be delivered to it pursuant to or in connection with the Finance Documents, for the time they are in its possession, in any safe, safety-deposit box or receptacle selected by it or deposit them with any bank, any company whose business includes the safekeeping of documents or any firm of lawyers of good reputation, and the Purchasers necessary Agent shall not be liable for any loss suffered in such context;
(xi) delegate the performance of all or desirable, in the determination part of the Agenttasks entrusted to it pursuant hereto to any one of its Subsidiaries or Affiliates;
(xii) accept without investigation, requisition or demur any title deed (as the case may be) that a Borrower may hold in connection with the Assets that belong to collect all amounts due under it or are deemed to belong to it (or any part thereof) constituting the subject-matter of the Security Interests, and all Pool Receivables, includingthe Agent shall not be obliged to carry out any investigation into or submit any request for information relating to the title deeds of the relevant Borrower or, without limitation, endorsing the Seller’s, or the Servicer’s name on checks and other instruments representing Collections or other proceeds of Pool Receivables, enforcing such Pool Receivables and the related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and prejudice to the same extent foregoing, request that the relevant Borrower remedy any defect that may affect its title deeds as the Seller or the Servicer might have done.referred to above; and
(cxiii) At refrain from accounting to any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request Lender for any of the Obligors of Pool Receivables to confirm the Outstanding Balance of sum that it receives on its own behalf or any profit that it may make from any such Obligor’s Pool Receivablessum.
Appears in 1 contract
Samples: Credit Agreement (American Realty Capital Global Trust II, Inc.)
Rights of the Agent. (a) The Seller and the Servicer each hereby transfer to the Agent the exclusive dominion and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accounts, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At any time during after the continuance ------------------- occurrence of an Event of Termination:
(i) The a Designated Event, the Agent may notify, is hereby authorized to notify at the Seller’s expense, 's expense the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Interests Shares by the PurchasersOwners.
(iib) At any time following the designation of a Collection Agent other than Services pursuant to Section 6.01:
(i) The Agent may direct the Obligors of Pool Receivables, or any of them, to make that payment of all amounts due or to become due to the Seller payable under any Pool Receivable be made directly to the Agent or its designee.
(ii) The Seller shall, at the Agent's request and at the Seller's expense, give notice of such ownership to each said Obligor and direct that payments be made directly to the Agent or its designee.
(iii) The Seller and the Servicer each shall, at the Agent’s request and at the Seller’s and the Servicer’s expense, give notice of such ownership to such Obligors and direct them to make such payments directly to the Agent or its designee.
(iv) The Seller and the Servicer each shall, at the Agent’s 's request, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, assemble all of the Records documents, instruments and other records (including, without limitation, computer tapes and disks) which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the such Pool Receivables, provided that, in and shall make the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make same available such Records only to the extent that Agent at a place selected by the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such RecordsAgent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(viv) The Each of the Seller, the Investor and each Owner hereby authorizes the Agent may to take any and all commercially reasonable steps in the Seller’s or the Servicer’s 's name and on behalf of the Seller and the Purchasers Owners necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Seller’s, or the Servicer’s 's name on checks and other instruments representing Collections or other proceeds of Pool Receivables, and enforcing such Pool Receivables and the related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer might have done.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Alliant Energy Corp)
Rights of the Agent. (a) The Seller and the Servicer each Agent is hereby transfer authorized to the Agent the exclusive dominion and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accounts, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At notify at any time during the continuance of an Event of Termination:
(i) The Agent may notify, and at the Seller’s expense, expense the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Interests Eligible Assets by the PurchasersOwners.
(iib) At any time following the designation of a Collection Agent other than the Seller pursuant to Section 6.01:
(i) The Agent may direct the Obligors of Pool Receivables, or any of them, to make that payment of all amounts due or to become due to the Seller payable under any Pool Receivable be made directly to the Agent or its designeedesignee or to an account designated by it (the “Designated Account”).
(iiiii) The Seller and the Servicer each shall, at the Agent’s request and at the Seller’s and the Servicer’s expense, give notice of such ownership to such Obligors each said Obligor and direct them to make such that payments in respect of the Pool Receivables be made directly to the Agent or its designeedesignee or to the Designated Account.
(iviii) The Seller and the Servicer each shall, at the Agent’s request, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, assemble all of the Records documents, instruments and other records (including, without limitation, computer tapes and disks) which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the such Pool Receivables, provided that, in and shall make the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make same available such Records only to the extent that Agent at a place selected by the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such RecordsAgent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting solely Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(viv) The Each of the Seller, the Owner and BTMUNY hereby authorizes the Agent may to take any and all commercially reasonable steps in the Seller’s or the Servicer’s name and on behalf of the Seller Seller, the Owner and the Purchasers BTMUNY, respectively, necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Seller’s, or the Servicer’s name on checks and other instruments solely representing Collections or other proceeds of Pool Receivables, and enforcing such Pool Receivables and the related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer might have done.
(c) At With respect to any time during amounts received by the continuance of a Triggering EventAgent pursuant to its rights under this Section 6.03, the Agent mayshall apply such amounts pursuant to Section 2.06, upon the instructions of the Required Purchasers and at the Seller’s expense2.07 or 2.08, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivablesas applicable.
Appears in 1 contract
Samples: Trade Receivables Purchase and Sale Agreement (Peco Energy Co)
Rights of the Agent. (a) The Seller and the Servicer each hereby transfer to the Agent the exclusive dominion and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accounts, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At notify at any time during the continuance of an Event of Termination:
(i) The Agent may notify, at the Seller’s expense, the Obligors of Pool Receivables, or any of them, of the Banks' ownership of Receivable Interests by the PurchasersEligible Assets.
(iib) The At any time following the designation of a Collection Agent other than the Seller pursuant to Section 6.01:
(i) the Agent may direct the Obligors of Pool Receivables, or any of them, to make that payment of all amounts due or to become due to the Seller payable under any Pool Receivable be made directly to the Agent or its designee.;
(iiiii) The the Seller and the Servicer each shall, at the Agent’s 's request and at the Seller’s and the Servicer’s 's expense, give notice of such the Banks' ownership interest in Pool Receivables to such Obligors each Obligor and direct them to make such that payments be made directly to the Agent or its designee.;
(iviii) The the Seller and the Servicer each shall, at the Agent’s 's request, (A) assembleassemble all Records, and shall make the same available to the Agent at a place reasonably selected by the Agent or its designee, all of the Records which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the Pool Receivables, provided that, in the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make available such Records only to the extent that the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such Records, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.; and
(viv) The each of the Seller and each Bank hereby authorizes the Agent may to take any and all commercially reasonable steps in the Seller’s or the Servicer’s 's name and on behalf of the Seller and the Purchasers Banks necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Seller’s, or the Servicer’s 's name on checks and other instruments representing Collections or other proceeds of Pool Receivables, and enforcing such Pool Receivables and the related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer might have done.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Snap on Inc)
Rights of the Agent. (a) The Seller and the Servicer each hereby transfer to the Agent the exclusive dominion and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accounts, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At notify at any time during the continuance of an Event of Termination:
(i) The Agent may notify, at the Seller’s expense, the Obligors of Pool Receivables, or any of them, of the Owners' ownership of Receivable Interests by the PurchasersEligible Assets.
(iib) The At any time following the designation of a Collection Agent other than the Seller pursuant to Section 6.01:
(i) the Agent may direct the Obligors of Pool Receivables, or any of them, to make that payment of all amounts due or to become due to the Seller payable under any Pool Receivable be made directly to the Agent or its designee.;
(iiiii) The the Seller and the Servicer each shall, at the Agent’s 's request and at the Seller’s and the Servicer’s 's expense, give notice of such the Owners' ownership interest in Pool Receivables to such Obligors each Obligor and direct them to make such that payments be made directly to the Agent or its designee.;
(iviii) The the Seller and the Servicer each shall, at the Agent’s 's request, (A) assembleassemble all Records, and shall make the same available to the Agent at a place reasonably selected by the Agent or its designee, all of the Records which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the Pool Receivables, provided that, in the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make available such Records only to the extent that the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such Records, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.; and
(viv) The each of the Seller and the Owners hereby authorizes the Agent may to take any and all commercially reasonable steps in the Seller’s or the Servicer’s 's name and on behalf of the Seller and the Purchasers Owners necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Seller’s, or the Servicer’s 's name on checks and other instruments representing Collections or other proceeds of Pool Receivables, and enforcing such Pool Receivables and the related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer might have done.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Snap on Inc)
Rights of the Agent. (a) The Upon the occurrence of an Event of Termination, the Seller and the Servicer each hereby transfer automatically transfers to the Agent the exclusive ownership, dominion and control of (x) the Lock-Box Accounts and Deposit Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accountspayments, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At . Further, the Agent may notify at any time during the continuance of an Event of Termination:
(i) The Agent may notify, and at the Seller’s expense, expense the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Interests by the Purchasers.
(iib) At any time upon the occurrence and during the continuance of an Event of Termination:
(i) The Agent may direct the Obligors of Pool Receivables, or any of them, to make payment of all amounts due or to become due to the Seller under any Pool Receivable directly to the Agent or its designee.
(iiiii) The Seller and the Servicer each shall, at the Agent’s request and at the Seller’s and the Servicer’s expense, give notice of such ownership to such Obligors and direct them to make such payments directly to the Agent or its designee.
(iviii) The Seller and the Servicer each shall, at the Agent’s request, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, assemble all of the Records which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the Pool Receivables, provided that, in and shall make the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make same available such Records only to the extent that Agent at a place reasonably selected by the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such RecordsAgent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(viv) The Agent may take any and all commercially reasonable steps in the Seller’s or the Servicer’s name and on behalf of the Seller and the Purchasers necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Seller’s, or the Servicer’s name on checks and other instruments representing Collections or other proceeds of Pool Receivables, enforcing such Pool Receivables and the related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer might have done.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 1 contract
Rights of the Agent. (a) The Agent is hereby authorized at any time to date, and to deliver to the Lock-Box Banks, the Lock-Box Notices referred to in the Lock-Box Agreements. The Seller and Crown (USA) each hereby, when the Servicer each hereby transfer Agent shall deliver the Lock-Box Notices to the Lock-Box Banks, transfers to the Agent the exclusive ownership, dominion and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accountspayments, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At . Further, the Agent may notify at any time during the continuance of an Event of Termination:
(i) The Agent may notify, and at the Seller’s expense, 's expense the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Interests by the PurchasersOwners.
(iib) At any time following the designation of a Servicer other than Crown (USA) pursuant to Section 6.01:
(i) The Agent may direct the Obligors of Pool Receivables, or any of them, to make payment of all amounts due or to become due to the Seller under any Pool Receivable directly to the Agent or its designee.
(iiiii) The Seller and the Servicer Crown (USA) each shall, at the Agent’s 's request and at the Seller’s 's and the Servicer’s Crown (USA)'s expense, give notice of such ownership to such Obligors and direct them to make such payments directly to the Agent or its designee.
(iviii) The Seller and the Servicer Crown (USA) each shall, at the Agent’s 's request, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, assemble all of the Records which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the Pool Receivables, provided that, in and shall make the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make same available such Records only to the extent that Agent at a place reasonably selected by the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such RecordsAgent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(viv) The Agent may take any and all commercially reasonable steps in the Seller’s 's or the Servicer’s Crown (USA)'s name and on behalf of the Seller and the Purchasers Owners necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Seller’s, 's or the Servicer’s Crown (USA)'s name on checks and other instruments representing Collections or other proceeds of Pool ReceivablesCollections, enforcing such Pool Receivables and the related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer Crown (USA) might have done.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Crown Cork & Seal Co Inc)
Rights of the Agent. (a) The Agent is hereby authorized at any time upon three Business Days notice to the Seller if the Agent shall determine in its sole discretion that such action is necessary to protect its interest in the Receivables, to date, and to deliver to the Servicer each hereby transfer Lock-Box Banks, the Notices of Effectiveness delivered hereunder. The Seller hereby, when the Agent shall deliver the Notices of Effectiveness to the Lock-Box Banks, transfers to the Agent the exclusive dominion ownership and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accountspayments, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At . In case any authorized signatory of the Seller whose signature shall appear on any Notice of Effectiveness shall cease to have such authority before the delivery of such Notice of Effectiveness, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time during of such delivery. Further, the continuance of an Event of Termination:
(i) The Agent may notify, at any time upon three Business Days' notice to the Seller if the Agent shall determine in its sole discretion that such action is necessary to protect its interest in the Receivables, or at any time after the designation of a Collection Agent other than the Seller and at the Seller’s 's expense, the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Interests Eligible Assets by the PurchasersOwners.
(iib) At any time following the designation of a Collection Agent other than the Seller pursuant to Section 6.01:
(i) The Agent may direct the Obligors of Pool Receivables, or any of them, to make that payment of all amounts due or to become due to the Seller payable under any Pool Receivable be made directly to the Agent or its designee.
(ii) The Seller shall, at the Agent's request and at the Seller's expense, give notice of such ownership to each said Obligor and direct that payments be made directly to the Agent or its designee.
(iii) The Seller and the Servicer each shall, at the Agent’s request and at the Seller’s and the Servicer’s expense, give notice of such ownership to such Obligors and direct them to make such payments directly to the Agent or its designee.
(iv) The Seller and the Servicer each shall, at the Agent’s 's request, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, assemble all of the Records documents, instruments and other records (including, without limitation, computer tapes and disks) which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the such Pool Receivables, provided that, in and shall make the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make same available such Records only to the extent that Agent at a place selected by the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such Records, Agent or its designee and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(viv) The Each of the Seller and the Investor hereby authorizes the Agent may to take any and all commercially reasonable steps in the Seller’s or the Servicer’s 's name and on behalf of the Seller and the Purchasers Owners necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Seller’s, or the Servicer’s 's name on checks and other instruments representing Collections or other proceeds of Pool Receivables, and enforcing such Pool Receivables and the related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer might have done.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 1 contract
Samples: Trade Receivables Purchase and Sale Agreement (Geon Co)
Rights of the Agent. (a) The Seller Agent is hereby authorized at any time to (i) notify the Lockbox Account Bank and the Servicer Collection Account Bank to accept directions with respect to the related accounts only from the Agent or its designee and (ii) notify the counterparties to each hereby transfer Interest Rate Hedge to make any payments owed by such counterparties thereunder directly to the Agent the exclusive dominion and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accounts, and shall take any further action that the Agent may reasonably request to effect such transferor its designee.
(b) At any time during following the continuance designation of an Event of Terminationa Servicer other than Capital Associates pursuant to SECTION 7.02:
(i) The Agent may notify (or may direct the Servicer to notify, ) at the Seller’s expense, any time the Obligors of Pool Lease Receivables, or any of them, of the ownership Lenders' and the Liquidity Providers' interest in Pledged Assets and direct such Obligors, or any of them, (x) that payment of all amounts payable under any Lease Receivable Interests by be made directly to the PurchasersAgent or its designee and (y) that Equipment to be returned to the borrower pursuant to the terms of any Pledged Lease be returned directly to the Agent or its designee.
(ii) The Agent may Borrower shall, at the Agent's request and at the Borrower's expense, give notice of the Lenders' and the Liquidity Providers' interest in Lease Receivables and the Equipment to each Obligor and direct the Obligors of Pool Receivables, or any of them, to make payment of all amounts due or to become due to the Seller under any Pool Receivable that payments be made and Equipment be returned directly to the Agent or its designee.
(iii) The Seller Each of the Borrower, each Lender and the Servicer each shall, at the Agent’s request and at the Seller’s and the Servicer’s expense, give notice of such ownership to such Obligors and direct them to make such payments directly to Liquidity Provider hereby authorizes the Agent or its designee.
(iv) The Seller and the Servicer each shall, at the Agent’s request, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, all of the Records which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the Pool Receivables, provided that, in the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make available such Records only to the extent that the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such Records, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(v) The Agent may take any and all commercially reasonable steps in the Seller’s or the Servicer’s Borrower's name and on behalf of the Seller Borrower, the Lenders and the Purchasers Liquidity Providers necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool ReceivablesLease Receivables and Equipment, including, without limitation, endorsing the Seller’s, or the Servicer’s Borrower's name on checks and other instruments representing Collections or other proceeds of Pool ReceivablesCollections, enforcing such Pool Lease Receivables and the related Contracts, Leases and adjusting, settling or compromising selling the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer might have doneEquipment.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 1 contract
Rights of the Agent. (a) The Seller and the Servicer each hereby transfer transfers to the Agent the exclusive dominion control and control ownership of (x) the each Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted AccountsAccount, and shall the Seller hereby agrees to take any further action necessary that the Agent may reasonably request to effect such transfer.
(b) At . The Agent is hereby authorized, at any time during the continuance after an occurrence of an Event of Termination:
, to notify any or all of the Lock-Box Banks to remit all amounts deposited in the applicable Lock-Box Accounts directly to the Agent or its designee. At any time following an Event of Termination (provided that the Agent has given the Seller five (5) Business Days’ notice, and during such notice period the event or condition giving rise to the Event of Termination has not been cured), or a Servicer Default, or the designation of a Servicer other than ACCO pursuant to Section 6.01, (i) The the Agent may notify (or may direct the Servicer to notify, ) at the Seller’s expense, any time the Obligors of Pool Transferred Receivables, or any of them, of the ownership of Receivable Interests by Purchaser’s and the Purchasers.
(ii) The Agent may Liquidity Providers’ interest in Receivables Assets and direct the Obligors of Pool Receivablessuch Obligors, or any of them, to make that payment of all amounts due or to become due to the Seller payable under any Pool Transferred Receivable be made directly to the Agent or its designee.
; (iiiii) The the Seller and the Servicer each shall, at the Agent’s request and at the Seller’s and the Servicer’s expense, give notice of such ownership the Purchaser’s and the Liquidity Providers’ interest in Transferred Receivables to such Obligors each Obligor and direct them to make such that payments be made directly to the Agent or its designee.
; and (iviii) The Seller each of the Seller, the Purchaser and the Servicer each shall, at the Agent’s request, (A) assemble, and make available to Liquidity Providers hereby authorizes the Agent at a place reasonably selected by the Agent or its designee, all of the Records which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the Pool Receivables, provided that, in the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make available such Records only to the extent that the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such Records, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(v) The Agent may take any and all commercially reasonable steps in the Seller’s or the Servicer’s name and on behalf of the Seller Seller, the Purchaser and the Purchasers Liquidity Providers necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Transferred Receivables, including, without limitation, endorsing the Seller’s, or the Servicer’s name on checks and other instruments representing Collections or other proceeds of Pool Receivables, and enforcing such Pool Receivables and the related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer might have doneTransferred Receivables.
(cb) At The Agent shall not terminate any time during bank as a Lock-Box Bank from those listed in Schedule 4.01(h) or make any change in its instructions to Obligors with respect to the continuance Transferred Receivables regarding payments to be made to any Lock-Box Account at a Lock-Box Bank, unless an Event of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool ReceivablesTermination has occurred.
Appears in 1 contract
Rights of the Agent. (a) The Seller and the Servicer each hereby transfer to the Agent the exclusive dominion and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accountsmay, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At at any time after the occurrence and during the continuance of an any Event of Termination:
(i) The Agent may notify, Insecurity and at the Seller’s 's expense, notify the Obligors of Pool Subject Receivables, or any of them, of the ownership of Receivable Purchased Interests by the PurchasersOwners.
(iib) At any time following the designation of a Collection Agent other than Maxtor pursuant to Section 6.01:
(i) The Agent may direct the Obligors of Pool Subject Receivables, or any of them, to make payment of all amounts due or to become due to the Seller under any Pool Subject Receivable directly to the Agent or its designee.
(iiiii) The Seller and the Servicer each shall, at the Agent’s 's request and at the Seller’s and the Servicer’s 's expense, give notice of such the ownership of Purchased Interests to such Obligors and direct them to make such payments directly to the Agent or its designee.
(iviii) The Seller and the Servicer each shall, at the Agent’s request's request and at the Seller's expense, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, assemble all of the Records documents, instruments and other records (including, without limitation, computer tapes and disks) which evidence or relate to the Pool Receivables, and the related Contracts and Related SecuritySeller Assets, or which are otherwise necessary or desirable to collect the Pool such Subject Receivables, provided that, in and shall make the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make same available such Records only to the extent that Agent at a place selected by the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such RecordsAgent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Subject Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designeea Lock Box Account.
(viv) The Seller and Maxtor hereby irrevocably authorize the Agent may to take any and all commercially reasonable steps in the Seller’s 's, Maxtor's or the Servicer’s respective Selling Affiliates' name and on behalf of the Seller and the Purchasers Owners, necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool ReceivablesSeller Assets, including, without limitation, endorsing the Seller’s's, Maxtor's or the Servicer’s such Selling Affiliate's name on checks and other instruments representing Collections or other proceeds of Pool ReceivablesCollections, enforcing such Pool Subject Receivables and the related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer might have done.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.related
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Maxtor Corp)
Rights of the Agent. (a) The Seller and the Servicer each hereby transfer to the Agent the exclusive dominion and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accounts, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At any time during the continuance of an Event of Termination:
(i) The Agent may notify, at any time upon three Business Days' notice to the Seller if the Agent shall determine in its sole discretion that such action is necessary to protect the interest of any Owner in the Receivables, or at any time after the designation of a Collection Agent other than the Seller and at the Seller’s 's expense, the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Interests Eligible Assets by the PurchasersOwners.
(iib) At any time following the designation of a Collection Agent other than the Seller pursuant to Section 6.01:
(i) The Agent may direct the Obligors of Pool Receivables, or any of them, to make that payment of all amounts due or to become due to the Seller payable under any Pool Receivable be made directly to the Agent or its designee.
(ii) The Seller shall, at the Agent's request and at the Seller's expense, give notice, or cause each Selling Subsidiary to give notice, of such ownership to each said Obligor and direct that payments be made directly to the Agent or its designee.
(iii) The Seller shall, and the Servicer shall cause each shallSelling Subsidiary to, at the Agent’s request and at the Seller’s and the Servicer’s expense, give notice of such ownership to such Obligors and direct them to make such payments directly to the Agent or its designee.
(iv) The Seller and the Servicer each shall, at the Agent’s 's request, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, assemble all of the Records documents, instruments and other records (including, without limitation, computer tapes and disks) which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the such Pool Receivables, provided that, in and shall make the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make same available such Records only to the extent that Agent at a place selected by the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such Records, Agent or its designee and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(viv) The Each of the Seller and each Investor hereby authorizes the Agent may to take any and all commercially reasonable steps in the Seller’s 's or the Servicer’s any Selling Subsidiary's name and on behalf of the Seller or any Selling Subsidiary and the Purchasers Owners necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Seller’s, 's or the Servicer’s any Selling Subsidiary's name on checks and other instruments representing Collections or other proceeds of Pool Receivables, and enforcing such Pool Receivables and the related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer might have done.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 1 contract
Samples: Trade Receivables Purchase and Sale Agreement (Polyone Corp)
Rights of the Agent. (a) The Seller At any time that a Servicer -------------------- Termination Event has occurred and the Servicer each hereby transfer is continuing, upon at least three (3) Business Days' prior notice to the Agent the exclusive dominion and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted AccountsSeller, and shall take any further action that the Agent may reasonably request to effect notify the Obligors, or any of such transferObligors, of the interest of Purchaser.
(b) At any time during following the continuance designation of an Event of Termination:a Servicer other than LINC pursuant to Section 13.1: ------------
(i) The Agent may notify, at the Seller’s expense, direct the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Interests by the Purchasers.
(ii) The Agent may direct the Obligors of Pool Receivables, or any of them, to make that payment of all amounts due or to become due to the Seller payable under any Pool Receivable Contract be made directly to the Agent or its designee.;
(iiiii) The Seller and the Servicer each shall, at At the Agent’s 's request and at the Seller’s and the Servicer’s 's expense, Seller shall give notice of Purchaser's interest to each such ownership to such Obligors Obligor and direct them to make such that payments be made directly to the Agent or its designee.;
(iviii) The At the Agent's request, Seller and the Servicer each shall, at the Agent’s request, shall (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, assemble all of the Records documents, instruments and other records (including, without limitation, computer programs, tapes and disks) in their possession which evidence or relate to the Pool Receivables, and the related Contracts and Related SecurityContracts, or which are otherwise necessary or desirable to collect such Contracts, and shall make the Pool Receivables, provided that, in the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make same available such Records only to the extent that Agent at a place selected by the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such RecordsAgent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables Collections, in a manner reasonably acceptable to the Agent and shall, shall remit promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.; and
(viv) The Each of Seller and Purchaser hereby authorizes the Agent may to take any and all commercially reasonable steps in the Seller’s or the Servicer’s 's name and on behalf of the Seller and the Purchasers Purchaser necessary or desirable, in the reasonable determination of the Agent, to collect all amounts due under any and all Pool ReceivablesContracts, including, without limitation, endorsing the Seller’s, or the Servicer’s 's name on checks and other instruments representing Collections or other proceeds of Pool Receivables, and enforcing such Pool Receivables Contracts and the disposing of related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer might have doneEquipment.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 1 contract
Rights of the Agent. (a) The Seller and the Servicer each hereby transfer to the Agent the exclusive dominion and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accounts, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At any time during the continuance of an Event of Termination:
(i) The Agent may notify, at any time upon three Business Days' notice to the Seller if the Agent shall determine in its sole discretion that such action is necessary to protect the interest of any Owner in the Receivables, or at any time after the designation of a Collection Agent other than the Seller and at the Seller’s 's expense, the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Interests Eligible Assets by the PurchasersOwners.
(iib) At any time following the designation of a Collection Agent other than the Seller pursuant to Section 6.01:
(i) The Agent may direct the Obligors of Pool Receivables, or any of them, to make that payment of all amounts due or to become due to the Seller payable under any Pool Receivable be made directly to the Agent or its designee.
(ii) The Seller shall, at the Agent's request and at the Seller's expense, give notice of such ownership to each said Obligor and direct that payments be made directly to the Agent or its designee.
(iii) The Seller and the Servicer each shall, at the Agent’s request and at the Seller’s and the Servicer’s expense, give notice of such ownership to such Obligors and direct them to make such payments directly to the Agent or its designee.
(iv) The Seller and the Servicer each shall, at the Agent’s 's request, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, assemble all of the Records documents, instruments and other records (including, without limitation, computer tapes and disks) which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the such Pool Receivables, provided that, in and shall make the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make same available such Records only to the extent that Agent at a place selected by the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such Records, Agent or its designee and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(viv) The Each of the Seller and each Investor hereby authorizes the Agent may to take any and all commercially reasonable steps in the Seller’s or the Servicer’s 's name and on behalf of the Seller and the Purchasers Owners necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Seller’s, or the Servicer’s 's name on checks and other instruments representing Collections or other proceeds of Pool Receivables, and enforcing such Pool Receivables and the related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer might have done.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 1 contract
Samples: Trade Receivables Purchase and Sale Agreement (Geon Co)
Rights of the Agent. (a) The Seller and the Servicer each hereby transfer to the Agent the exclusive dominion and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accountsmay, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At at any time after the occurrence and during the continuance of an any Event of Termination:
(i) The Agent may notify, Insecurity and at the Seller’s 's expense, notify the Obligors of Pool Subject Receivables, or any of them, of the ownership of Receivable Purchased Interests by the PurchasersOwners.
(iib) At any time following the designation of a Collection Agent other than Maxtor pursuant to Section 6.01:
(i) The Agent may direct the Obligors of Pool Subject Receivables, or any of them, to make payment of all amounts due or to become due to the Seller under any Pool Subject Receivable directly to the Agent or its designee.
(iiiii) The Seller and the Servicer each shall, at the Agent’s 's request and at the Seller’s and the Servicer’s 's expense, give notice of such the ownership of Purchased Interests to such Obligors and direct them to make such payments directly to the Agent or its designee.
(iviii) The Seller and the Servicer each shall, at the Agent’s request's request and at the Seller's expense, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, assemble all of the Records documents, instruments and other records (including, without limitation, computer tapes and disks) which evidence or relate to the Pool Receivables, and the related Contracts and Related SecuritySeller Assets, or which are otherwise necessary or desirable to collect the Pool such Subject Receivables, provided that, in and shall make the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make same available such Records only to the extent that Agent at a place selected by the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such RecordsAgent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Subject Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designeea Lock Box Account.
(viv) The Seller and Maxtor hereby irrevocably authorize the Agent may to take any and all commercially reasonable steps in the Seller’s 's, Maxtor's or the Servicer’s respective Selling Affiliates' name and on behalf of the Seller and the Purchasers Owners, necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool ReceivablesSeller Assets, including, without limitation, endorsing the Seller’s's, Maxtor's or the Servicer’s such Selling Affiliate's name on checks and other instruments representing Collections or other proceeds of Pool ReceivablesCollections, enforcing such Pool Subject Receivables and the related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller Seller, Maxtor or the Servicer such Selling Affiliate might have done.
(c) At any time during done absent the continuance of a Triggering EventPurchases hereunder, and the Seller and Maxtor hereby appoints the Agent may, upon as its attorney-in-fact to carry out the instructions intent and purpose of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivablesthis subparagraph.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Maxtor Corp)
Rights of the Agent. (a) The Seller and the Servicer each Agent is hereby transfer authorized, at any time, upon notice to the Agent Seller after the exclusive dominion and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accounts, and shall take any further action that the Agent may reasonably request to effect such transfer.
(b) At any time during the continuance occurrence of an Event of Termination or Incipient Event of Termination:
, to direct the Obligors of Set Receivables, or any of them (i) The Agent may notify, and the Seller shall at the Agent's request and at the Seller’s 's expense, direct such Obligors), to make payment of all amounts payable under any Set Receivable directly to the Designated Account. Further, the Agent (upon notice to the Seller and at the Seller's expense) may, at any time after the occurrence of an Event of Termination or Incipient Event of Termination, notify the Obligors of Pool Set Receivables, or any of them, of the ownership of Receivable Interests by the PurchasersPurchasers and the Banks.
(iib) At any time after the occurrence of an Event of Termination or Incipient Event of Termination:
(i) The Agent may direct the Obligors of Pool Set Receivables, or any of them, to make that payment of all amounts due or to become due payable under any Set Receivable be made directly to the Agent or its designee.
(ii) The Seller under any Pool shall, at the Agent's request and at the Seller's expense, give notice of the ownership of Receivable Interests by the Agent, for the benefit of the Purchasers and the Banks to each such Obligor and direct that payments be made directly to the Agent or its designee.
(iii) The Seller and the Servicer each shall, at the Agent’s 's request and at the Seller’s and the Servicer’s 's expense, give notice of such ownership to such Obligors and direct them to make such payments directly to the Agent or its designee.
(iv) The Seller and the Servicer each shall, at the Agent’s request, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, assemble all of the Records documents, instruments and other records (including, without limitation, computer tapes and disks) which evidence or relate to the Pool Set Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the Pool such Set Receivables, provided that, in and shall make the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make same available such Records only to the extent that Agent at a place selected by the license for such property so permits, and provided, further, that during the continuance of a Potential Event of Termination, the Seller and the Servicer each shall, at the Agent’s request, commence the process of assembling such RecordsAgent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Set Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(viv) The Each of the Seller, each Purchaser and each Bank hereby authorizes the Agent may to take any and all commercially reasonable steps in the Seller’s or the Servicer’s 's name and on behalf of the Seller and the Purchasers necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Set Receivables, including, without limitation, endorsing the Seller’s, or the Servicer’s 's name on checks and other instruments representing Collections or other proceeds of Pool Receivables, Set Receivables and enforcing such Pool Set Receivables and the related ContractsContracts and taking action or causing action to be taken with respect to any Related Security, and adjusting, settling or compromising the amount or payment thereof, in including with respect to transferring possession of the same manner and to the same extent as the Seller Agent or the Servicer might have doneits designee.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Pool Receivables.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (North Atlantic Energy Corp /Nh)
Rights of the Agent. (a) The Seller and the Servicer each hereby transfer to the Agent the exclusive dominion and control of (x) the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and (y) the other Restricted Accounts, and shall take any further action that the Agent may reasonably request to effect such transfer., including ..
(b) At any time during the continuance of an Event of Termination:
(i) The Agent may notify, at the Seller’s Sellers expense, the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Interests by the Purchasers.
(ii) The Agent may direct the Obligors of Pool Receivables, or any of them, to make payment of all amounts due or to become due to the Seller under any Pool Receivable directly to the Agent or its designee.
(iii) The Seller and the Servicer each shall, at the Agent’s Agents request and at the Seller’s Sellers and the Servicer’s Servicers expense, give notice of such ownership to such Obligors and direct them to make such payments directly to the Agent or its designee.
(iv) The Seller and the Servicer each shall, at the Agent’s Agents request, (A) assemble, and make available to the Agent at a place reasonably selected by the Agent or its designee, all of the Records which evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the Pool Receivables, provided that, in the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, the Servicer will make available such Records only to the extent that the license for such property so permits, and provided, further, that during the continuance of a Potential an Event of Termination, the Seller and the Servicer each shall, at the Agent’s Agents request, commence the process of assembling such Records, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections or other proceeds of Pool Receivables in a manner reasonably acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.
(v) The Agent may take any and all commercially reasonable steps in the Seller’s Sellers or the Servicer’s Servicers name and on behalf of the Seller and the Purchasers necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing the Seller’sSellers, or the Servicer’s Servicers name on checks and other instruments representing Collections or other proceeds of Pool Receivables, enforcing such Pool Receivables and the related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as the Seller or the Servicer might have done.
(c) At any time during the continuance of a Triggering Event, the Agent may, upon the instructions of the Required Purchasers and at the Seller’s Sellers expense, request any of the Obligors of Pool Receivables to confirm the Outstanding Balance of such Obligor’s Obligors Pool Receivables.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Lyondell Chemical Co)
