Common use of Rights on Servicer Transfer Clause in Contracts

Rights on Servicer Transfer. At any time following the designation of a Servicer other than Amphenol pursuant to Section 8.01: (i) The Agent may direct any Obligors of Receivables to pay all amounts payable under any Receivable directly to the Agent or its designee. (ii) The Agent may direct any Originator to make payment of all amounts payable to Seller under any Transaction Document (other than any Originator Note) to which such Originator is a party directly to the Agent or its designee. Receivables Purchase Agreement - 42 (iii) Seller shall, at the Agent's request and at Seller's expense, give notice of Purchaser's ownership of Participations to each Obligor and direct that payments be made directly to the Agent or its designee. (iv) Seller and Amphenol shall, at the Agent's request, (A) assemble (and, in the case of Amphenol, cause each other Originator to assemble) all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks and Contracts) which evidence the Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect such Receivables, and shall make the same available to the Agent at a place selected by the Agent or its designee, (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Receivables in a manner acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee, and (C) permit (and Amphenol agrees to cause each Originator to permit), any successor Servicer and its agents, employees and assignees access to its respective facilities and its books, records, documents and instruments (including, without limitation, computer programs, tapes and disks and Contracts) related to Receivables. (v) Each of Seller, Amphenol and Purchaser hereby authorizes the Agent to take any and all steps in Seller's name and on behalf of Seller, Amphenol or Purchaser which are necessary, in the reasonable determination of the Agent, to collect all amounts due under any and all Receivables, including, without limitation, indorsing Seller's or any Originator's name on checks and other instruments representing Collections and enforcing such Receivables, the related Contracts and the Related Security therefor. (vi) Seller hereby irrevocably appoints the Agent to act as Seller's attorney-in-fact, with full authority in the place and stead of Seller and in the name of Seller or otherwise, to take any action and to execute any instrument that the Agent, in its reasonable determination, may deem necessary to accomplish the purposes of this Agreement, including, without limitation: (A) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any Receivable; (B) to receive, indorse and collect any drafts or other instruments, documents and chattel paper related to the Receivables or the Related Security, or constituting Collections; (C) to file any claims or take any action or institute any proceedings which Purchaser, in its reasonable determination, may deem necessary for the collection of Receivables Purchase Agreement - 43 any of the Receivables or otherwise to enforce the rights of the Agent and Purchaser with respect to any of the Receivables; and (D) to perform the affirmative obligations of Seller under any Transaction Document (other than the Originator Notes). Seller hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 8.03(c) is irrevocable and coupled with an interest.

Rights on Servicer Transfer. At any time following the designation of a Servicer other than Amphenol Sunterra pursuant to Section 8.01: (i) The Agent may direct any Obligors of Receivables to pay all amounts payable under any Receivable directly to the Agent or its designee. (ii) The Agent may direct any Originator Sunterra to make payment of all amounts payable to Seller under any Transaction Document (other than any Originator Note) to which such Originator Sunterra is a party directly to the Agent or its designee. Receivables Purchase Agreement - 42. (iii) Seller shall, at the Agent's request and at Seller's expense, give notice of Purchaser's ownership of Participations Undivided Interests to each Obligor and direct that payments be made directly to the Agent or its designee. (iv) Seller and Amphenol Sunterra shall, at the Agent's request, (A) assemble (and, in the case of Amphenol, cause each other Originator to assemble) all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks disks, and ContractsTimeshare Loans) which evidence the Pool Receivables, and the related Contracts Timeshare Loans and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, and shall make the same available to the Agent at a place selected by the Agent or its designee, (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee, designee and (C) permit (and Amphenol agrees to cause each Originator to permit), any successor Servicer and its agents, employees and assignees access to its respective facilities and its books, records, documents and instruments (including, without limitation, computer programs, tapes and disks disks, and ContractsTimeshare Loans) related to Receivables. (v) Each of Seller, Amphenol Sunterra and Purchaser hereby authorizes the Agent (to the extent necessary to enforce such party's rights or obligations, as applicable, hereunder or under any Transaction Document) to take any and all steps in Seller's name and on behalf of Seller, Amphenol Sunterra or Purchaser which are necessary, in the reasonable determination of the Agent, to collect all amounts due under any and all Receivables, including, without limitation, indorsing Purchaser's, Seller's, Sunterra's or any Originator's name on checks and other instruments representing Collections and enforcing such Receivables, the related Contracts Timeshare Loans, and the Related Security therefor. (vi) Seller hereby irrevocably appoints the Agent (to the extent necessary to enforce the Seller's obligations hereunder or under any Transaction Document) to act as Seller's attorney-in-fact, with full authority in the place and stead of Seller and in the name of Seller or otherwise, at any time following the delivery of a Successor Notice, to take any action and to execute any instrument that the Agent, in its reasonable determination, may deem necessary to accomplish the purposes of this Agreement, including, without limitation: (A) to ask, demand, collect, sue ▇▇▇ for▇, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any Receivable; (B) to receive, indorse indorse, and collect any drafts or other instruments, documents and chattel paper related to the Receivables or the Related Security, or constituting Collections; (C) to file any claims or take any action or institute any proceedings which PurchaserAgent, in its reasonable determination, may deem necessary for the collection of Receivables Purchase Agreement - 43 any of the Receivables or otherwise to enforce the rights of the Agent Seller and Purchaser with respect to any of the Receivables; and (D) to perform the affirmative obligations of Seller under any Transaction Document (other than the Originator Notes)Document. Seller hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 8.03(c) is irrevocable and coupled with an interest.