Rights of the Agent Sample Clauses

Rights of the Agent. (a) The Seller and PolyOne each hereby transfer to the Agent the exclusive ownership, dominion and control of the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments, and shall take any further action that the Agent may reasonably request to effect such transfer. 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 Receivable Interests by the Owners. (b) 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. (ii) The Seller and PolyOne each shall, at the Agent’s request and at the Seller’s and 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. (iii) The Seller and PolyOne each shall, at the Agent’s request, (A) 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, and shall make the same available to the Agent at a place reasonably selected by the 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. (iv) The Agent may take any and all commercially reasonable steps in the Seller’s or PolyOne’s name and on behalf of the Seller and the 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 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 PolyOne might have done.

Rights of the Agent. (a) If an Event of Default shall occur and be continuing and the Agent shall give notice of its intent to exercise such rights to the Pledgor, (i) the Agent shall have the right to receive any and all cash dividends, distributions or other payments paid in respect of the Collateral and make application thereof to the Secured Obligations, in the manner set forth in the Credit Agreement and (ii) if applicable, all of the Collateral shall be registered in the name of the Agent or its nominee, and the Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Collateral at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer or upon the exercise by the Pledgor or the Agent of any right, privilege or option pertaining to such Collateral, and in connection therewith, the right to deposit and deliver any and all of the Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of the Agent and the Secured Parties hereunder shall not be conditioned or contingent upon the pursuit by the Agent or any Secured Party of any right or remedy against the Pledgor or against any other Person which may be or become liable in respect of all or any part of the Secured Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Agent nor any Secured Party shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Co...

Rights of the Agent the Security Agent, and the Banks. The Agent, the Security Agent, and each Bank may, from time to time, at its sole discretion and without notice to AMD Inc., take any or all of the following actions without affecting its or their rights under this Agreement: (a) retain or obtain a security interest in any property of any Person to secure any of the Senior Liabilities; (b) retain or obtain the primary or secondary obligations of any other obligor or obligors with respect to any of the Senior Liabilities; (c) extend or renew for one or more periods (whether or not longer than the original period), alter or exchange any of the Senior Liabilities, or release or compromise any obligation of any nature of any obligor with respect to any of the Senior Liabilities; (d) compromise, settle, release, renew, extend, indulge, amend, change, waive, modify, or supplement in any respect any of the terms or conditions of any of the Operative Documents; and (e) release its lien on or security interest in, or surrender, release, or permit any substitution or exchange for, all or any part of any property securing any of the Senior Liabilities, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter, or exchange any obligations of any nature of any obligor with respect to any such property.

Rights of the Agent. The Agent shall have all the rights, privileges and immunities which gratuitous trustees have or may have in England, even though it is entitled to remuneration.

Rights of the Agent. The Agent shall be permitted to conduct the Sale as a “going-out-of-business,” “store closing,” “bankruptcy,” or similarly themed sale throughout the Sale Term. The Agent shall conduct the Sale in the name of and on behalf of the Merchant in a commercially reasonable manner and in compliance with the terms of this Agreement and the 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 to 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 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 Merchant (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 Merchant all keys, codes, and combinations at the end of the Sale. Agent shall be permitted to leave all items 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 a...

Rights of the Agent. The Agent may, from time to time, at ------------------------------- its sole discretion and without notice to any or all of the Subordinated Lenders, take any or all of the following actions: (a) retain or obtain a security interest in any property to secure any of the Senior Claims, (b) retain or obtain the primary or secondary obligation of any other obligor or obligors with respect to any of the Senior Claims, (c) extend or renew for one or more periods (whether or not longer than the original period), alter or exchange any of the Senior Claims, or release or compromise any obligation of any nature of any obligor with respect to any of the Senior Claims, and (d) release its security interest in, or surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Senior Claims, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property.

Rights of the Agent. (a) At any time that a Servicer -------------------- Termination Event has occurred and is continuing, upon at least three (3) Business Days' prior notice to Seller, the Agent may notify the Obligors, or any of such Obligors, of the interest of Purchaser. (b) At any time following the designation of a Servicer other than LINC pursuant to Section 13.1: ------------ (i) The Agent may direct the Obligors or any of them, that payment of all amounts payable under any Contract be made directly to the Agent or its designee; (ii) At the Agent's request and at Seller's expense, Seller shall give notice of Purchaser's interest to each such Obligor and direct that payments be made directly to the Agent or its designee; (iii) At the Agent's request, Seller and Servicer shall (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) in their possession which evidence the Contracts, or which are otherwise necessary or desirable to collect such Contracts, and shall make the same available to the Agent at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections, in a manner reasonably acceptable to the Agent and shall remit promptly upon receipt, all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee; and (iv) Each of Seller and Purchaser hereby authorizes the Agent to take any and all steps in Seller's name and on behalf of Seller and Purchaser necessary or desirable, in the reasonable determination of the Agent, to collect all amounts due under any and all Contracts, including, without limitation, endorsing Seller's name on checks and other instruments representing Collections and enforcing such Contracts and disposing of related Equipment.

Rights of the Agent. The rights, privileges, protections, immunities and benefits afforded to the Agent, including, without limitation, its right to be funded and indemnified, under the Collateral Agency and Intercreditor Agreement shall be afforded to the Agent for all purposes of this Agreement as if fully set forth herein mutatis mutandis. Notwithstanding anything contained herein to the contrary, the Agent shall not be obligated to take any discretionary action or exercise any discretionary rights or powers, including any obligation to provide any requests, consents, directions, determinations, acceptances, rejections or other similar actions pursuant to this Agreement unless it shall have first been so directed by the Required Secured Parties in accordance with the terms of the Collateral Agency and Intercreditor Agreement, and the Agent shall not be liable for any failure or delay in taking such actions resulting from any failure or delay by the Required Secured Parties in providing such directions.

Rights of the Agent. The Agent reserves the right, in its sole discretion (subject to the next sentence), to, and at the request of the Majority Purchasers will, exercise any rights and remedies available to it, as the Administrative Agent, under the Sale and Servicing Agreement, the Purchase Agreement, the Note Purchase Agreement, the Trust Agreement, the Indenture or other agreement or pursuant to applicable law, and also reserves the right, in its sole discretion, subject to the next sentence, to agree to any amendment, modification or waiver of the Sale and Servicing Agreement, the Purchase Agreement, the Note Purchase Agreement, the Trust Agreement, the Indenture or other agreement or any instrument or document delivered pursuant thereto or in connection therewith, in each case only to the extent its consent is required as "Administrative Agent," "Xxxxxx" or "Noteholder" pursuant to the relevant document. Notwithstanding the foregoing, the Agent, when acting either in its capacity as Agent or as Administrative Agent on behalf of DFC, agrees that it shall not,

Rights of the Agent. 6.1 The Grantor hereby expressly acknowledges and agrees that for the purposes hereof the Agent shall be the sole holder of the Bond and that in such capacity the Agent is entitled to and will collect, at all times as of and from the date hereof, the claim represented by the Bond. 6.2 Whether or not an Event of Default has occurred, the Agent shall be considered as the owner of the Bond for all purposes of the Deed of Hypothec. The Agent is hereby authorized to exercise all rights, remedies, powers, privileges, guarantees and recourses available to a Bondholder under the Deed of Hypothec.