Common use of Collection Agent to Act as Collection Agent Clause in Contracts

Collection Agent to Act as Collection Agent. (a) Collection Agent shall service and administer the Receivables on behalf of Borrower and the Administrative Agent (for the benefit of the Secured Parties) and shall have full power and authority, acting alone and/or through sub-Collection Agents as provided in Section 11.2.2(c), to do any and all things which it may deem reasonably necessary or desirable in connection with such servicing and administration and which are consistent with this Agreement. Consistent with the terms of this Agreement, Collection Agent may waive, modify or vary any term of any Receivable or consent to the postponement of strict compliance with any such term or in any manner, grant indulgence to any Obligor if, in Collection Agent’s reasonable determination, such waiver, modification, postponement or indulgence is not materially adverse to the interests of Borrower or the Administrative Agent (for the benefit of the Secured Parties); provided, however, that Collection Agent may not permit any modification with respect to any Receivable that would reduce the Unpaid Balance (except for actual payments thereof), or extend the due date thereof, except that Collection Agent may take such actions with respect to Defaulted Receivables if such actions will, in Collection Agent’s reasonable business judgment, maximize the Collections thereof. Without limiting the generality of the foregoing, Collection Agent in its own name or in the name of Borrower is hereby authorized and empowered by Borrower when Collection Agent believes it appropriate in its best judgment to execute and deliver, on behalf of Borrower, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Receivables. (b) Collection Agent shall service and administer the Receivables by employing such procedures (including collection procedures) and degree of care, in each case consistent with applicable law, with the Credit and Collection Policy and with prudent industry standards, as are customarily employed by Collection Agent in servicing and administering receivables owned or serviced by Collection Agent comparable to the Receivables. Collection Agent shall not take any action to impair the Administrative Agent’s (for the benefit of the Secured Parties) security interest in any Receivable, except to the extent allowed pursuant to this Agreement or required by law. | CH\784520.6|| 030466-0018 (c) At any time while ArvinMeritor is acting as the Collection Agent hereunder, ArvinMeritor may delegate, and ArvinMeritor hereby advises the Lenders and the Agents that it has delegated, to each of the Originators, as a sub-Collection Agent of the Collection Agent, certain of its duties and responsibilities as Collection Agent hereunder. Without the prior written consent of each of the Agents, ArvinMeritor shall not be permitted to delegate any of its duties or responsibilities as Collection Agent to any Person other than (i) Borrower, (ii) the Originators and (iii) with respect to certain Defaulted Receivables, outside collection agencies in accordance with its customary practices. Neither Borrower nor any Originator shall be permitted to further delegate to any other Person any of the duties or responsibilities of the Collection Agent delegated to it by ArvinMeritor. If at any time following the occurrence and during the continuance of a Collection Agent Event of Default or Amortization Event, the Administrative Agent shall designate as Collection Agent any Person other than ArvinMeritor, all duties and responsibilities theretofore delegated by ArvinMeritor to Borrower or any Originator may, at the discretion of any of the Agents, be terminated forthwith on notice given by the Administrative Agent to ArvinMeritor and to Borrower and the applicable Originator. Notwithstanding the foregoing: (i) ArvinMeritor shall be and remain primarily liable to the Agents and the Lenders for the full and prompt performance of all duties and responsibilities of the Collection Agent hereunder and (ii) the Agents and the Lenders shall be entitled to deal exclusively with ArvinMeritor in matters relating to the discharge by the Collection Agent of its duties and responsibilities hereunder. (d) Except as provided in the penultimate sentence of the preceding clause (c), the Agents and the Lenders shall not be required to give notice, demand or other communication to any Person other than ArvinMeritor in order for communication to the Collection Agent and its sub-Collection Agent or other delegate with respect thereto to be accomplished. ArvinMeritor, at all times that it is the Collection Agent, shall be responsible for providing any sub-Collection Agent or other delegate of the Collection Agent with any notice given to the Collection Agent under this Agreement. (e) Collection Agent may take such actions as are necessary to discharge its duties as Collection Agent in accordance with this Agreement, including the power to execute and deliver on behalf of Borrower such instruments and documents as may be customary, necessary or desirable in connection with the performance of Collection Agent’s duties under this Agreement (including consents, waivers and discharges relating to the Receivables). (f) Collection Agent shall keep separate records covering the transactions contemplated by this Agreement, including the identity and collection status of each Receivable purchased by Borrower from any Originator and the Deemed Collections.

Collection Agent to Act as Collection Agent. (a1) Collection Agent shall will service and administer the Receivables Accounts on behalf of Borrower and the Administrative Agent (for the benefit of the Secured Parties) and shall will have full power and authority, acting alone and/or through sub-Collection Agents as provided in Section 11.2.2(csubsection 10.2(B)(3), to do any and all things which it may deem reasonably necessary or desirable in connection with such servicing and administration and which are consistent with this AgreementAgreement and the Credit and Collection Policy. Consistent with the terms of this Agreement, Collection Agent may waive, modify or vary any term of any Receivable Account or consent to the postponement of strict compliance with any such term or in any manner, and may grant indulgence to any Obligor Account Debtor if, in Collection Agent’s reasonable determination, such waiver, modification, postponement or indulgence is not materially adverse to the interests of Borrower or the Administrative Agent (for the benefit of the Secured PartiesLenders); provided, however, that Collection Agent may not permit any modification with respect to any Receivable Account that would reduce the Unpaid Balance unpaid balance (except for actual payments thereof), or extend the due date thereof, except that Collection Agent may take such actions (a) with respect to Defaulted Receivables Accounts if such actions will, in Collection Agent’s reasonable business judgment, maximize the Collections thereof, or (b) in the ordinary course consistent with historical practices or the Credit and Collection Policy. Without limiting the generality of the foregoing, Collection Agent in its own name or in the name of Borrower is hereby authorized and empowered by Borrower when Collection Agent believes it appropriate in its best judgment to execute and deliver, on behalf of Borrower, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the ReceivablesAccounts. (b2) Collection Agent shall will service and administer the Receivables Accounts by employing such procedures (including collection procedures) and degree of care, in each case consistent with applicable law, with the Credit and Collection Policy and with prudent industry standards, as are customarily employed by Collection Agent in servicing and administering receivables accounts owned or serviced by Collection Agent comparable to the ReceivablesAccounts. Collection Agent shall will not take any action to impair the Administrative AgentAgent ’s (for the benefit of the Secured Parties) security interest Lien in any ReceivableAccount, except to the extent allowed pursuant to this Agreement or required by law. | CH\784520.6|| 030466-0018. (c3) At any time while ArvinMeritor is acting as the Collection Agent hereunder, ArvinMeritor may delegate, and ArvinMeritor hereby advises the Lenders and the Agents Agent that it has delegated, to each of the Originators, as a sub-Collection Agent of the Collection Agent, certain of its duties and responsibilities as Collection Agent hereunder. Without the prior written consent of each of the AgentsAgent, ArvinMeritor shall will not be permitted to delegate any of its duties or responsibilities as Collection Agent to any Person other than (i) Borrower, (ii) the Originators Originators, and (iii) with respect to certain Defaulted ReceivablesAccounts, outside collection agencies in accordance with its customary practices. Neither Borrower nor any Originator shall will be permitted to further delegate to any other Person any of the duties or responsibilities of the Collection Agent delegated to it by ArvinMeritor. If at any time following the occurrence and during the continuance of a Collection Agent Event of Default or Amortization Event, the Administrative Agent shall designate as Collection Agent any Person other than ArvinMeritor, all duties and responsibilities theretofore delegated by ArvinMeritor to Borrower or any Originator may, at the discretion of any of the Agents, be terminated forthwith on notice given by the Administrative Agent to ArvinMeritor and to Borrower and the applicable Originator. Notwithstanding the foregoing: (i) ArvinMeritor shall will be and remain primarily liable to the Agents Agent and the Lenders for the full and prompt performance of all duties and responsibilities of the each sub-Collection Agent hereunder except to the extent Agent or the Lenders assign such duties and responsibilities to another Collection Agent, and (ii) the Agents and the Lenders shall will be entitled to deal exclusively with ArvinMeritor in matters relating to the discharge by the Collection Agent of its duties and responsibilities hereunder. If at any time following the occurrence and during the continuance of an Event of Default, the Agent designates as Collection Agent any Person other than ArvinMeritor, all duties and responsibilities theretofore delegated by ArvinMeritor to any Originator may, at the discretion of the Agent, be terminated forthwith on notice given by the Agent to ArvinMeritor and to Borrower and the applicable Originator. (d4) Except as provided in the penultimate final sentence of the preceding clause (c3), for so long as ArvinMeritor is the Agents Collection Agent, the Agent and the Lenders shall will not be required to give notice, demand or other communication to any Person other than ArvinMeritor in order for communication to the Collection Agent and its sub-Collection Agent or other delegate with respect thereto to be accomplished. ArvinMeritor, at all times that it is the Collection Agent, shall will be responsible for providing any sub-Collection Agent or other delegate of the Collection Agent with any notice given to the Collection Agent under this Agreement. (e5) Collection Agent may take such actions as are necessary to discharge its duties as Collection Agent in accordance with this Agreement, including the power to execute and deliver on behalf of Borrower such instruments and documents as may be customary, necessary or desirable in connection with the performance of Collection Agent’s duties under this Agreement (including consents, waivers and discharges relating to the ReceivablesAccount). (f) . Collection Agent shall will keep separate or will cause the sub-Collection Agents to keep records covering the transactions contemplated by this Agreement, including the identity and collection status of each Receivable Account purchased by Borrower from any Originator and the Deemed Collections.

Collection Agent to Act as Collection Agent. (a) Collection Agent shall service and administer the Receivables on behalf of Borrower and the Administrative Agent (for the benefit of the Secured Parties) and shall have full power and authority, acting alone and/or through sub-Collection Agents as provided in Section 11.2.2(c), to do any and all things which it may deem reasonably necessary or desirable in connection with such servicing and administration and which are consistent with this Agreement. Consistent with the terms of this Agreement, Collection Agent may waive, modify or vary any term of any Receivable or consent to the postponement of strict compliance with any such term or in any manner, grant indulgence to any Obligor if, in Collection Agent’s reasonable determination, such waiver, modification, postponement or indulgence is not materially adverse to the interests of Borrower or the Administrative Agent (for the benefit of the Secured Parties); provided, however, that Collection Agent may not permit any modification with respect to any Receivable that would reduce the Unpaid Balance (except for actual payments thereof), or extend the due date thereof, except that Collection Agent may take such actions with respect to Defaulted Receivables if such actions will, in Collection Agent’s reasonable business judgment, maximize the Collections thereof. Without limiting the generality of the foregoing, Collection Agent in its own name or in the name of Borrower is hereby authorized and empowered by Borrower when Collection Agent believes it appropriate in its best judgment to execute and deliver, on behalf of Borrower, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Receivables. (b) Collection Agent shall service and administer the Receivables by employing such procedures (including collection procedures) and degree of care, in each case consistent with applicable law, with the Credit and Collection Policy and with prudent industry standards, as are customarily employed by Collection Agent in servicing and administering receivables owned or serviced by Collection Agent comparable to the Receivables. Collection Agent shall not take any action to impair the Administrative Agent’s (for the benefit of the Secured Parties) security interest in any Receivable, except to the extent allowed pursuant to this Agreement or required by law. | CH\784520.6|| 030466-0018. (c) At any time while ArvinMeritor is acting as the Collection Agent hereunder, ArvinMeritor may delegate, and ArvinMeritor hereby advises the Lenders and the Agents that it has delegated, to each of the Originators, as a sub-Collection Agent of the Collection Agent, certain of its duties and responsibilities as Collection Agent hereunder. Without the prior written consent of each of the Agents, ArvinMeritor shall not be permitted to delegate any of its duties or responsibilities as Collection Agent to any Person other than (i) Borrower, (ii) the Originators and (iii) with respect to certain Defaulted Receivables, outside collection agencies in accordance with its customary practices. Neither Borrower nor any Originator shall be permitted to further delegate to any other Person any of the duties or responsibilities of the Collection Agent delegated to it by ArvinMeritor. If at any time following the occurrence and during the continuance of a Collection Agent Event of Default or Amortization Event, the Administrative Agent shall designate as Collection Agent any Person other than ArvinMeritor, all duties and responsibilities theretofore delegated by ArvinMeritor to Borrower or any Originator may, at the discretion of any of the Agents, be terminated forthwith on notice given by the Administrative Agent to ArvinMeritor and to Borrower and the applicable Originator. Notwithstanding the foregoing: (i) ArvinMeritor shall be and remain primarily liable to the Agents and the Lenders for the full and prompt performance of all duties and responsibilities of the Collection Agent hereunder and (ii) the Agents and the Lenders shall be entitled to deal exclusively with ArvinMeritor in matters relating to the discharge by the Collection Agent of its duties and responsibilities hereunder. (d) Except as provided in the penultimate sentence of the preceding clause (c), the Agents and the Lenders shall not be required to give notice, demand or other communication to any Person other than ArvinMeritor in order for communication to the Collection Agent and its sub-Collection Agent or other delegate with respect thereto to be accomplished. ArvinMeritor, at all times that it is the Collection Agent, shall be responsible for providing any sub-Collection Agent or other delegate of the Collection Agent with any notice given to the Collection Agent under this Agreement. (e) Collection Agent may take such actions as are necessary to discharge its duties as Collection Agent in accordance with this Agreement, including the power to execute and deliver on behalf of Borrower such instruments and documents as may be customary, necessary or desirable in connection with the performance of Collection Agent’s duties under this Agreement (including consents, waivers and discharges relating to the Receivables). (f) Collection Agent shall keep separate records covering the transactions contemplated by this Agreement, including the identity and collection status of each Receivable purchased by Borrower from any Originator and the Deemed Collections.