Common use of Replacement of Collection Agent; Notification of Obligors Clause in Contracts

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.

Replacement of Collection Agent; Notification of Obligors. (a) At any time following Upon the occurrence of an any Event of TerminationLiquidation, the Administrative Agent, if directed to do so by the Majority Bank Purchasers, may remove Interface (Administra- tive Agent or any successor thereto in such capacity) Purchaser may upon the provision of three Business Days prior written notice to DSRM remove DSRM as the its 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)Agent, appoint a new Collection Agent, take control of the Lock-Boxes Blocked Accounts (by delivering to the Lock-Box Banks Blocked Account Bank notice in substantially the form of Exhibit Dattached to the Blocked Account Agreements), notify Obligors of the Bank Group Aggregate Ownership Interest in the Receivables Assets and exercise all other incidences incidents of ownership in the ReceivablesReceivables Assets. (b) The Administrative Agent and the Purchasers shall have the right to remove any successor Collection Agent to DSRM and to take the other actions described in (a) above at any time in their sole discretion. (c) If Interface DSRM is removed as Collection Agent, Interface DSRM shall transfer and cause any Person to whom duties of the Seller shall (i) transfer Collection Agent have been delegated by DSRM pursuant to Section 8.2(f), to transfer, to the Administrative Agent or any successor servicer designated by the Administrative Agent all records, correspondence and documents relating to the collection, administration (including computer tapes or monitoring of the Receivables that may from time to time be other back-up media) requested by the Administrative Agent or such successor and (ii) to permit such Persons persons to have access to, and to copy, all software data and information used by Interface or the Seller DSRM in the collection, administration or monitoring of the Receivables. Interface Receivables and the Receivables Assets. In addition, the Seller each hereby or DSRM, as applicable, will grant or cause to be granted to the Bank Purchasers and the Administrative AgentAgent or its designee an irrevocable, 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 use, without royalty or payment of any kind, all computer software now or hereafter being utilized used 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, DSRM or any of their Affiliates, as applicable, to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by the Seller, DSRM or any such Affiliate, as applicable, or is owned by others and used by the Seller, DSRM or any such Affiliate, as applicable, under license agreements with respect thereto, provided, that should the consent of any licensor of the Seller, DSRM or any such Affiliate, as applicable, to such grant of the license described herein be required, each of the Seller and DSRM hereby agrees, upon the request of the Administrative Agent, to use its best efforts to obtain the consent of such third-party licensor. Any license granted hereby shall be irrevocable, and shall terminate on the date after the Termination Date on which the Aggregate Ownership Interest shall have obtained such consents and otherwise taken all actions necessary in order been reduced 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 Documentszero.

Replacement of Collection Agent; Notification of Obligors. (a) At any time following Upon the occurrence of an any Event of TerminationLiquidation, the Administrative Agent, if directed to do so by the Majority Bank Purchasers, may remove Interface (Agent or any successor thereto in such capacityPurchaser may upon the provision of three (3) Business Days prior written notice to DSRM remove DSRM as the its 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)Agent, appoint a new Collection Agent, take control of the Lock-Boxes and Blocked Accounts (by delivering to the Lock-Box LockBox Banks and Blocked Account Banks, notice in substantially the form of attached to Exhibit DD and Exhibit E, as applicable), notify Obligors of the Bank Group Aggregate Ownership Interest in the Receivables and exercise all other incidences incidents of ownership in the Receivables. (b) The Administrative Agent and the Purchasers shall have the right to remove any successor Collection Agent to DSRM and to take the other actions described in (a) above at any time in their sole discretion. (c) If Interface DSRM is removed as Collection Agent, Interface DSRM shall transfer and cause any Person to whom duties of the Seller shall (i) transfer Collection Agent have been delegated by DSRM pursuant to Section 8.2(f), to transfer, to the Administrative Agent or any successor servicer designated by the Administrative Agent all records, correspondence and documents relating to the collection, administration (including computer tapes or monitoring of the Receivables that may from time to time be other back-up media) requested by the Administrative Agent or such successor and (ii) to permit such Persons persons to have access to, and to copy, all software data and information used by Interface or the Seller DSRM in the collection, administration or monitoring of the Receivables. Interface and In addition, the Seller each hereby or DSRM, as applicable, will grant or cause to be granted to the Bank Purchasers and the Administrative AgentAgent or its designee an irrevocable, 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 use, without royalty or payment of any kind, all computer software now or hereafter being utilized used 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, DSRM or any of their Affiliates, as applicable, to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by the Seller, DSRM or any such Affiliate, as applicable, or is owned by others and used by the Seller, DSRM or any such Affiliate, as applicable, under license agreements with respect thereto, provided, that should the consent of any licensor of the Seller, DSRM or any such Affiliate, as applicable, to such grant of the license described herein be required, each of the Seller and DSRM hereby agrees, upon the request of the Administrative Agent, to use its best efforts to obtain the consent of such third-party licensor. Any license granted hereby shall be irrevocable, and shall terminate on the date after the Termination Date on which the Aggregate Ownership Interest shall have obtained such consents and otherwise taken all actions necessary in order been reduced 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 Documentszero.