Common use of Rights of the Program Agent Clause in Contracts

Rights of the Program Agent. (a) Following the occurrence and during the continuation of any Event of Termination or an Incipient Event of Termination related to an Event of Termination described in Sections 7.01(d) or 7.01(i), or during any Daily Reporting Period, the Program Agent may with the consent of, and shall at the direction of, any Managing Agent (i) exercise its right to take exclusive ownership and control of the Collection Account, Lock-Boxes and the Deposit Accounts, and each of the Borrower and the Servicer hereby agrees to take any further action necessary that the Program Agent may reasonably request to effect such control, (ii) notify any or all of the Deposit Account Banks to remit all amounts deposited in the applicable Deposit Accounts to the Collection Account or to any other account designated by the Program Agent and (iii) deliver the Lock-Box Transfer Notices to the appropriate addressees thereof. From and after the date the Program Agent exercises its right to take exclusive control of the Collection Account, all withdrawals and distributions to be made from the Collection Account by the Servicer hereunder shall be made by the Program Agent. (b) The Borrower hereby grants to the Program Agent an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of the Borrower, following the occurrence and during the continuance of an Event of Termination or at any time after the Program Agent exercises its rights under Section 6.03(a), any and all steps which are necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind in connection with any Receivable or other Collateral. (c) At any time after the Effective Date, the Program Agent may, and upon the request of any Managing Agent shall, cause the Collection Account to be established at an Eligible Institution (the “Collection Account Bank”). The Borrower shall cause the Collection Account Bank to agree in writing that the Program Agent shall have exclusive dominion and control over the Collection Account and that the Collection Account Bank will comply with instructions originated by the Program Agent directing disposition of the funds in the Collection Account without further consent by the Borrower; provided that until the Program Agent provides such instructions to the Collection Account Bank (in accordance with Section 6.03(a)), the Collection Account Bank shall be entitled to comply with instructions originated by the Servicer directing disposition of the funds in the Collection Account without further consent by the Borrower or the Program Agent.

Rights of the Program Agent. (a) Following the occurrence and during the continuation of any Event of Termination or Termination, an Incipient Event of Termination related to an Event of Termination the type described in Sections 7.01(dclause (e) or 7.01(i)in Section 7.01, or during any Daily Reporting a Level II Ratings Period, the Program Agent may with the consent ofconsent, and shall at the direction ofdirection, any of the Majority Managing Agent Agents (i) exercise its right to take exclusive ownership and control of the Collection Account, the Lock-Boxes and the Deposit Accounts, and each of the Borrower and the Servicer hereby agrees to take any further action necessary that the Program Agent may reasonably request to effect such control, control and (ii) notify any of the Lock-Box Processors to remit all items of payment or proceeds thereof to the Program Agent or its designee, and to notify any or all of the Deposit Account Banks to remit all amounts deposited in the applicable Deposit Accounts to the Collection Account or to any other account designated by the Program Agent. The Program Agent shall promptly notify the Borrower and (iii) deliver the Servicer of any exercise of the Program Agent's right to take exclusive control of the Collection Account, the Lock-Box Transfer Notices to Boxes and the appropriate addressees thereofDeposit Accounts. From and after the date the Program Agent exercises its right to take exclusive control of the Collection Account, all withdrawals and distributions to be made from the Collection Account by the Servicer hereunder shall be made by the Program Agent. (b) The Borrower hereby grants to the Program Agent an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of the Borrower, following the occurrence and during the continuance of an Event of Termination or at any time after the Program Agent exercises its rights under Section 6.03(a)Termination, any and all steps which are necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind in connection with any Pool Receivable or other Collateral. (c) At any time after the Effective Date, the Program Agent may, and upon the request of any the Majority Managing Agent Agents shall, cause the Collection Account to be established at an established. The Borrower, the Program Agent and Eligible Institution (in its capacity as the “Collection Account Bank”). The Borrower shall cause holder of the Collection Account Bank to Account) agree in writing that the Program Agent shall have exclusive dominion and control over the Collection Account and that the Collection Account Bank Eligible Institution will comply with instructions originated by the Program Agent directing disposition of the funds in the Collection Account without further consent by the Borrower; provided that until the Program Agent provides such instructions to the Collection Account Bank Citibank (in accordance with Section 6.03(a)), the Collection Account Bank Eligible Institution shall be entitled to comply with instructions originated by the Servicer directing disposition of the funds in the Collection Account without further consent by the Borrower or the Program Agent. This agreement shall constitute an "authenticated record" for purposes of Section 9-104 (and similar related provisions) of the UCC.

Rights of the Program Agent. (a) Following the occurrence and during the continuation of any Event of Termination or an Incipient Event of Termination related to an Bankruptcy or Event of Termination described in Sections 7.01(d) or 7.01(i), or during any Daily Reporting PeriodTermination, the Program Agent (i) shall at the request of the Majority Committed Lenders or, at any time during which there are only two Managing Agents, at the request of either Managing Agent, or (ii) may with the consent ofof the Majority Committed Lenders, and shall at the direction of, any Managing Agent (ix) exercise its right to take exclusive ownership and control of the Collection Account, the Lock-Boxes and the Deposit Accounts, and each of the Borrower and the Servicer hereby agrees to take any further action necessary that the Program Agent may reasonably request to effect such control, (iiy) notify any of the Lock-Box Processors to remit all items of payment or proceeds thereof to the Program Agent or its designee, and to notify any or all of the Deposit Account Banks to remit all amounts deposited in the applicable Deposit Accounts to the Collection Account or to any other account designated by the Program Agent and (iiiz) deliver the Lock-Box Transfer Notices to the appropriate addressees thereof. From and after the date the Program Agent exercises its right to take exclusive control of the Collection Account, all withdrawals and distributions to be made from the Collection Account by the Servicer hereunder shall be made by the Program Agent. (b) The Borrower hereby grants to the Program Agent an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of the Borrower, following the occurrence and during the continuance of an Event of Termination or at any time after the Program Agent exercises its rights under Section 6.03(a)Termination, any and all steps which are necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind in connection with any Pool Receivable or other Collateral. (c) At any time after the Effective Date, the Program Agent may, and upon the request of any the Majority Managing Agent Agents shall, cause the Collection Account to be established at an Eligible Institution (the “Collection Account Bank”)established. The Borrower shall cause Borrower, the Program Agent and BTMU (in its capacity as the holder of the Collection Account Bank to Account) agree in writing that the Program Agent shall have exclusive dominion and control over the Collection Account and that the Collection Account Bank BTMU will comply with instructions originated by the Program Agent directing disposition of the funds in the Collection Account without further consent by the Borrower; provided that until the Program Agent provides such instructions to the Collection Account Bank BTMU (in accordance with Section 6.03(a)), the Collection Account Bank BTMU shall be entitled to comply with instructions originated by the Servicer directing disposition of the funds in the Collection Account without further consent by the Borrower or the Program Agent. This agreement shall constitute an “authenticated record” for purposes of Section 9-104 (and similar related provisions) of the UCC.

Rights of the Program Agent. (a) Following the occurrence and during the continuation of any Event of Termination or an Incipient Event of Termination related to an Event of Termination described in Sections 7.01(d) or 7.01(i), or during any Daily Reporting PeriodTermination, the Program Agent may with the consent ofconsent, and shall at the direction ofdirection, any of the Majority Managing Agent Agents (i) exercise its right to take exclusive ownership and control of the Collection Account, the Lock-Boxes and the Deposit Accounts, and each of the Borrower and the Servicer hereby agrees to take any further action necessary that the Program Agent may reasonably request to effect such control, (ii) notify any of the Lock-Box Processors to remit all items of payment or proceeds thereof to the Program Agent or its designee, and to notify any or all of the Deposit Account Banks to remit all amounts deposited in the applicable Deposit Accounts to the Collection Account or to any other account designated by the Program Agent and (iii) deliver the Lock-Box Transfer Notices to the appropriate addressees thereof. From and after the date the Program Agent exercises its right to take exclusive control of the Collection Account, all withdrawals and distributions to be made from the Collection Account by the Servicer hereunder shall be made by the Program Agent. (b) The Borrower hereby grants to the Program Agent an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of the Borrower, following the occurrence and during the continuance of an Event of Termination or at any time after the Program Agent exercises its rights under Section 6.03(a)Termination, any and all steps which are necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind in connection with any Pool Receivable or other Collateral. (c) At any time after the Effective Date, the Program Agent may, and upon the request of any the Majority Managing Agent Agents shall, cause the Collection Account to be established at an Eligible Institution (the “Collection Account Bank”)established. The Borrower shall cause Borrower, the Program Agent and Citibank (in its capacity as the holder of the Collection Account Bank to Account) agree in writing that the Program Agent shall have exclusive dominion and control over the Collection Account and that the Collection Account Bank Citibank will comply with instructions originated by the Program Agent directing disposition of the funds in the Collection Account without further consent by the Borrower; provided that until the Program Agent provides such instructions to the Collection Account Bank Citibank (in accordance with Section 6.03(a)), the Collection Account Bank Citibank shall be entitled to comply with instructions originated by the Servicer directing disposition of the funds in the Collection Account without further consent by the Borrower or the Program Agent. This agreement shall constitute an “authenticated record” for purposes of Section 9-104 (and similar related provisions) of the UCC.