Common use of Rights of the Program Agent Clause in Contracts

Rights of the Program Agent. Upon written notice during a Level 2 Ratings Downgrade Period or following the occurrence and dur▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇ Event of Termination, the Program Agent may, and at the direction of any Managing Agent for which the related Group Purchase Limit is greater than or equal to $200,000,000 shall, exercise its right to take exclusive ownership and control of the Lock-Boxes and the Lock-Box Accounts, and the Seller hereby agrees to take any further action necessary that the Program Agent may reasonably request to effect such control. The Program Agent is hereby authorized to, and at the direction of any Managing Agent for which the related Group Purchase Limit is greater than or equal to $200,000,000 shall, at any time during a Level 2 Ratings Downgrade Period or following and during the continu▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇nation, notify any of the Lock-Box Processors to remit all items of payment or proceeds thereof to the Program Agent or the Collection Account or to notify any or all of the Lock-Box Banks to remit all amounts deposited in the applicable Lock-Box Accounts to the Collection Account or directly to the Program Agent or its designee. At any time during a Level 2 Ratings Downgrade Period or following the occurrence and con▇▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇ermination (i) the Program Agent may, and at the direction of any Managing Agent for which the related Group Purchase Limit is greater than or equal to $200,000,000 shall, notify (or may direct the Servicer to notify) the Obligors of Transferred Receivables or any of them, of the Purchasers' and the Liquidity Providers' interest in Receivables Assets and direct such Obligors, or any of them, that payment of all amounts payable under any such Transferred Receivable be made directly to the Program Agent or its designee; (ii) the Seller shall, at the Program Agent's request and at the Seller's expense, give notice of the Purchasers' and the Liquidity Providers' interest in Transferred Receivables to each Obligor and direct that payments be made directly to the Program Agent or its designee; and (iii) each of the Seller, each Purchaser and the Liquidity Providers hereby authorizes the Program Agent to take any and all steps in the Seller's name and on behalf of the Seller, the Purchasers and the Liquidity Providers necessary or desirable, in the determination of the Program Agent, to collect all amounts due under any and all Transferred Receivables, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Transferred Receivables.

Rights of the Program Agent. Upon written notice during a Level 2 Ratings Downgrade Period or following the occurrence and durL▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇ Period or following the occurrence and during the continuance of an Event of Termination, the Program Agent may, and at the direction of any Managing Agent for which the related Group Purchase Limit is greater than or equal to $200,000,000 250,000,000 shall, exercise its right to take exclusive ownership and control of the Lock-Boxes and the Lock-Box Accounts, and the Seller hereby agrees to take any further action necessary that the Program Agent may reasonably request to effect such control. The Program Agent is hereby authorized to, and at the direction of any Managing Agent for which the related Group Purchase Limit is greater than or equal to $200,000,000 250,000,000 shall, at any time during a Level 2 Ratings Downgrade Period or following and during the continuL▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇nation▇▇▇▇ Period or following and during the continuance of an Event of Termination, notify any of the Lock-Box Processors to remit all items of payment or proceeds thereof to the Program Agent or the Collection Account or to notify any or all of the Lock-Box Banks to remit all amounts deposited in the applicable Lock-Box Accounts to the Collection Account or directly to the Program Agent or its designee. At any time during a Level 2 Ratings Downgrade Period or following the occurrence and conL▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇ermination Period or following the occurrence and continuance of an Event of Termination (i) the Program Agent may, and at the direction of any Managing Agent for which the related Group Purchase Limit is greater than or equal to $200,000,000 250,000,000 shall, notify (or may direct the Servicer to notify) the Obligors of Transferred Receivables or any of them, of the Purchasers' and the Liquidity Providers' interest in Receivables Assets and direct such Obligors, or any of them, that payment of all amounts payable under any such Transferred Receivable be made directly to the Program Agent or its designee; (ii) the Seller shall, at the Program Agent's request and at the Seller's expense, give notice of the Purchasers' and the Liquidity Providers' interest in Transferred Receivables to each Obligor and direct that payments be made directly to the Program Agent or its designee; and (iii) each of the Seller, each Purchaser and the Liquidity Providers hereby authorizes the Program Agent to take any and all steps in the Seller's name and on behalf of the Seller, the Purchasers and the Liquidity Providers necessary or desirable, in the determination of the Program Agent, to collect all amounts due under any and all Transferred Receivables, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Transferred Receivables.