Replacement of Collection Agent; Notification of Obligors Clause Samples

Replacement of Collection Agent; Notification of Obligors. (a) At any time following the occurrence of an Event of Termination, the Administrative Agent, if directed to do so by the Majority Bank Purchasers, may remove Interface (or any successor thereto in such capacity) as the Collection Agent (whereupon all authority delegated by Interface (or such successor) to any Originator or any other Person in respect of the responsibilities of the Collection Agent shall immediately terminate), appoint a new Collection Agent, take control of the Lock-Boxes (by delivering to the Lock-Box Banks notice in substantially the form of Exhibit D), notify Obligors of the Bank Group Ownership Interest in the Receivables and exercise all other incidences of ownership in the Receivables. (b) If Interface is removed as Collection Agent, Interface and the Seller shall (i) transfer to the Administrative Agent or any successor servicer designated by the Administrative Agent all records, correspondence and documents relating to the collection, administration or monitoring of the Receivables that may from time to time be requested by the Administrative Agent or such successor and (ii) permit such Persons to have access to, and to copy, all software used by Interface or the Seller in the collection, administration or monitoring of the Receivables. Interface and the Seller each hereby grant to the Bank Purchasers and the Administrative Agent, for use by any Collection Agent that may be designated hereunder following the removal of Interface as Collection Agent, a non-exclusive license to use all computer software now or hereafter being utilized by it in connection with the collection, administration or monitoring of the Receivables; provided that use by any such successor Collection Agent of such computer software shall be limited to that reasonably necessary to collect, administer or monitor the Receivables. Such license shall expire upon the later to occur of the reduction to zero of the Bank Group Ownership Interest and the termination of this Agreement. In the case of software that is licensed by, or otherwise made available to, Interface or the Seller from or by any third party, Interface or the Seller, as applicable, shall have obtained such consents and otherwise taken all actions necessary in order to enable any Collection Agent hereunder to succeed to all rights of Interface and the Seller to the quiet use and enjoyment of such software for the purpose of discharging its obligations under or in connection with the Sale Documents.
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Replacement of Collection Agent; Notification of Obligors. (a) Upon three Business Days' notice following the occurrence of any of the following events, the Purchaser may remove the Originator as its Collection Agent, appoint a new Collection Agent, take control of the Lock-Boxes (by delivering to the Lock-Box Banks notice in substantially the form of Exhibit E), notify Obligors of its Ownership Interest in the Receivables and exercise all other incidences of ownership in the Receivables: (i) the Originator's long-term unsecured debt rating from any rating agency falls below Investment Grade Rating; provided, however, that -------- ------- if the Originator's long-term unsecured debt is not rated by any rating agency, the Originator's long-term unsecured debt rating shall be deemed to be the long-term unsecured debt rating in the Leverage Ratio Table, determined by reference to the Leverage Ratio as of the last Business Day of the month most recently completed; provided, further, that if the Originator's long-term unsecured debt -------- ------- is not rated by any rating agency and if there has been a material adverse change in the financial condition or results of the operations of the Originator and its subsidiaries after June 30, 1997, the Originator's long-term unsecured debt rating shall be determined by the Servicing Agent, in its sole discretion; (ii) the Collection Agent (if it is the Originator or an affiliate thereof) shall fail to make any payment required to be made pursuant to this Agreement within 5 days after such payment becomes due in accordance with the terms hereof; (iii) the Seller shall breach any representation or warranty, or fail to perform or observe any term, covenant or agreement applicable to it which is contained in this Agreement; (iv) the Collection Agent (if it is the Originator or an affiliate thereof) shall breach any representation or warranty, or fail to perform or observe any term, covenant or agreement applicable to it which is contained in this Agreement, which breach or failure is not cured within 10 days after the occurrence thereof; (v) the Seller, the Originator or the Collection Agent (if it is the Originator or an affiliate thereof) shall fail to pay when due any amount in respect of any debt or obligation and such failure shall continue after any applicable grace period, or any other event shall occur or condition shall exist in respect of such debt or obligation and shall continue after any applicable grace period, the effect of which is to cause such debt or obligat...
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Related to Replacement of Collection Agent; Notification of Obligors

  • Designation of Collateral Custodian The role of Collateral Custodian with respect to the Collateral Obligation Files shall be conducted by the Person designated as Collateral Custodian hereunder from time to time in accordance with this Section 18.1. ▇▇▇▇▇ Fargo Bank, National Association is hereby appointed as, and hereby accepts such appointment and agrees to perform the duties and obligations of, Collateral Custodian pursuant to the terms hereof.

  • APPOINTMENT OF THE CALCULATION AGENT The Calculation Agent is appointed, and the Calculation Agent agrees to act, as Calculation Agent in respect of each Series of Notes described in the Schedule (the Relevant Notes) for the purposes set out in clause 2 and on the terms of this Agreement. The agreement of the parties that this Agreement is to apply to each Series of Relevant Notes shall be evidenced by the manuscript annotation and signature in counterpart of the Schedule.

  • Resignation and Removal of Depositary; the Custodian The Depositary may resign as Depositary by written notice of its election to do so delivered to the Company, or be removed as Depositary by the Company by written notice of such removal delivered to the Depositary. The Depositary may appoint substitute or additional Custodians and the term "Custodian" refers to each Custodian or all Custodians as the context requires.

  • Appointment of Collateral Agent (a) Each Lender hereby appoints INNOVATUS LIFE SCIENCES LENDING FUND I, LP (together with any successor Collateral Agent pursuant to Section 7 of this Annex I) as Collateral Agent under the Loan Documents and authorizes Collateral Agent to (i) execute and deliver the Loan Documents and accept delivery thereof on its behalf from Borrower, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to Collateral Agent under such Loan Documents and (iii) exercise such powers as are reasonably incidental thereto. (b) Without limiting the generality of clause (a) above, Collateral Agent shall have the sole and exclusive right and authority (to the exclusion of the Lenders), and is hereby authorized, to (i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Loan Documents (including in any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Loan Document to any Lender is hereby authorized to make such payment to Collateral Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of Collateral Agent and Lenders with respect to any Obligation in any bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Lender), (iii) act as collateral agent for Collateral Agent and each Lender for purposes of the perfection of all Liens created by the Loan Documents and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents, (vi) except as may be otherwise specified in any Loan Document, exercise all remedies given to Collateral Agent and the other Lenders with respect to the Borrower and/or the Collateral, whether under the Loan Documents, applicable Requirements of Law or otherwise and (vii) execute any amendment, consent or waiver under the Loan Documents on behalf of any Lender that has consented in writing to such amendment, consent or waiver; provided, however, that Collateral Agent hereby appoints, authorizes and directs each Lender to act as collateral sub-agent for Collateral Agent and the Lenders for purposes of the perfection of all Liens with respect to the Collateral, including any Deposit Account maintained by Borrower with, and cash and Cash Equivalents held by, such Lender, and may further authorize and direct the Lenders to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to Collateral Agent, and each Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed. Collateral Agent may, upon any term or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any Loan Document by or through any trustee, co-agent, employee, attorney-in-fact and any other Person (including any Lender). Any such Person shall benefit from this Annex I to the extent provided by Collateral Agent. (c) Under the Loan Documents, Collateral Agent (i) is acting solely on behalf of the Lenders, with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Collateral Agent”, the terms “agent”, “Collateral Agent” and “collateral agent” and similar terms in any Loan Document to refer to Collateral Agent, which terms are used for title purposes only, (ii) is not assuming any obligation under any Loan Document other than as expressly set forth therein or any role as agent, fiduciary or trustee of or for any Lender or any other Person and (iii) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Loan Document, and each Lender, by accepting the benefits of the Loan Documents, hereby waives and agrees not to assert any claim against Collateral Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (i) through (iii) above. Except as expressly set forth in the Loan Documents, Collateral Agent shall not have any duty to disclose, and shall not be liable for failure to disclose, any information relating to Borrower or any of its Subsidiaries that is communicated to or obtained by [LENDER 2] or any of its Affiliates in any capacity.

  • Appointment of Supplemental Administrative Agents (a) It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent is hereby authorized to appoint an additional individual or institution selected by the Administrative Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Administrative Agent” and, collectively, as “Supplemental Administrative Agents”). (b) In the event that the Administrative Agent appoints a Supplemental Administrative Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Administrative Agent to the extent, and only to the extent, necessary to enable such Supplemental Administrative Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Administrative Agent shall run to and be enforceable by either the Administrative Agent or such Supplemental Administrative Agent, and (ii) the provisions of this Article IX and of Section 10.04 and Section 10.05 that refer to the Administrative Agent shall inure to the benefit of such Supplemental Administrative Agent and all references therein to the Administrative Agent shall be deemed to be references to the Administrative Agent and/or such Supplemental Administrative Agent, as the context may require. (c) Should any instrument in writing from any Loan Party be required by any Supplemental Administrative Agent so appointed by the Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, the Borrower shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent. In case any Supplemental Administrative Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Administrative Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Administrative Agent.