Collection Agent to Maintain Perfection and Priority. The Collection Agent covenants that, in order to evidence the interests of the Transferor, the Agent, the Administrative Agents and the Investors under this Agreement, the Collection Agent shall take such action, and execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by any Administrative Agent) to maintain and perfect, as a first priority interest, the Agent’s security interest in the Receivables. The Collection Agent shall, from time to time and within the time limits established by law, prepare and present to the Agent for the Agent to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Collection Agent to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Agent’s security interest in the Receivables as a first-priority interest (each a “Filing”). The Collection Agent shall present each such Filing to the Agent together with (x) to the extent requested by any Administrative Agent, an opinion of counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Agent pursuant to the Transaction Documents and (ii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Agent’s signature.Upon receipt of such opinion of counsel and form of authorization, Agent shall promptly authorize in writing Collection Agent to, and Collection Agent shall, effect such Filing under the Uniform Commercial Code without the signature of Transferor or Agent where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Collection Agent shall not have any authority to effect a Filing without obtaining written authorization from the Agent in accordance with this paragraph. 159 SCHEDULE IV to EIGHTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT [RESERVEDAttached]
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Collection Agent to Maintain Perfection and Priority. The Collection Agent covenants that, in order to evidence the interests of the Transferor, the Agent, the Administrative 134 Agents and the Investors under this Agreement, the Collection Agent shall take such action, and execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by any Administrative Agent) to maintain and perfect, as a first priority interest, the Agent’s security interest in the Receivables. The Collection Agent shall, from time to time and within the time limits established by law, prepare and present to the Agent for the Agent to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Collection Agent to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Agent’s security interest in the Receivables as a first-priority interest (each a “Filing”). The Collection Agent shall present each such Filing to the Agent together with (x) to the extent requested by any Administrative Agent, an opinion of counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Agent pursuant to the Transaction Documents and (ii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Agent’s signature.. Upon receipt of such opinion of counsel and form of authorization, Agent shall promptly authorize in writing Collection Agent to, and Collection Agent shall, effect such Filing under the Uniform Commercial Code without the signature of Transferor or Agent where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Collection Agent shall not have any authority to effect a Filing without obtaining written authorization from the Agent in accordance with this paragraph. 159 SCHEDULE IV 135 to EIGHTH SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT FORM OF NOTICE OF INCREMENTAL TRANSFER (NI) The Bank of Nova Scotia, N.A., as Agent under the Transfer and Administration Agreement referred to below 000 Xxxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Attention: Xxxx Xxxxxxx Telephone: (000) 000-0000 Fax: (000) 000-0000 E-mail: xxxx.xxxxxxx@xxxxxxxxxx.xxx with a copy to: The Bank of Nova Scotia 000 Xxxxx Xxxxxx 23rd Floor New York, NY 00000 Attention: Xxxxxx Xxxx Tel: (000) 000-0000 Fax: (000) 000-0000 Email: Xxxxxx.Xxxx@xxxxxxxxxx.xxx , Re: NMC Funding Corporation (the “Transferor”) Reference is made to the Seventh Amended and Restated Transfer and Administration Agreement, dated as of November 24 2014 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Transfer and Administration Agreement”), among the Transferor, National Medical Care, Inc., as collection agent, the entities from time to time parties thereto as “Conduit Investors”, “Bank Investors”, and “Administrative Agents” and Agent. Capitalized terms used herein without definition are used as defined in the Transfer and Administration Agreement. The Transferor hereby gives you notice pursuant to Section 2.2 of the Transfer and Administration Agreement of its offer to convey, transfer and assign to you, for the benefit of the Investors, undivided percentage ownership interests in the Receivables and the other Affected Assets related thereto for a Transfer Price of $ 1, on (the “Transfer Date”). The desired Tranche Period[s] and allocations of the Net Investment of this Incremental Transfer (NI) are indicated below: Amount of Net Investment Duration of Initial Tranche Period Type of Tranche Rate [ ] [ ] [RESERVEDAttachedCP Rate] [Eurodollar Rate][Base Rate] The Transferor hereby certifies that:
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Collection Agent to Maintain Perfection and Priority. The Collection Agent covenants that, in order to evidence the interests of the Transferor, the Agent, the Administrative Agents and the Investors under this Agreement, the Collection Agent shall take such action, and execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by any Administrative Agent) to maintain and perfect, as a first priority interest, the Agent’s security interest in the Receivables. The Collection Agent shall, from time to time and within the time limits established by law, prepare and present to the Agent for the Agent to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Collection Agent to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Agent’s security interest in the Receivables as a first-priority interest (each a “Filing”). The Collection Agent shall present each such Filing to the Agent together with (x) to the extent requested by any Administrative Agent, an opinion of counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Agent pursuant to the Transaction Documents and (ii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Agent’s signature.. Upon receipt of such opinion of counsel and form of authorization, Agent shall promptly authorize in writing Collection Agent to, and Collection Agent shall, effect such Filing under the Uniform Commercial Code without the signature of Transferor or Agent where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Collection Agent shall not have any authority to effect a Filing without obtaining written authorization from the Agent in accordance with this paragraph. 159 SCHEDULE IV 74 EXHIBIT A to EIGHTH FIFTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT [RESERVEDAttachedRESERVED] A-1 EXHIBIT B to FIFTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT [RESERVED] B-1 EXHIBIT C to FIFTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT [RESERVED] X-0 XXXXXXX X-0 to FIFTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT FORM OF SPECIAL ACCOUNT LETTER D-1-1 EXHIBIT D-1 FORM OF SPECIAL ACCOUNT BANK LETTER [DATE] [Name and Address of Special Account Bank] [Name of Originating Entity] Ladies and Gentlemen: Reference is made to our depositary account[s] number[s] maintained in the name of the undersigned (the “Originating Entity”) with you (the “Account[s]”). Unless otherwise directed by the Originating Entity, you are hereby instructed to transfer funds on deposit in the Account[s] solely to the following account by [ACH transfer or, if so directed by the Originating Entity, by wire transfer][intrabank transfer]: [Name, number and designation of (i) the Concentration Account and Concentration Account Bank or (ii) the Intermediate Concentration Account, as applicable]. Each such transfer shall be made at the end of each banking day on which the amount on deposit in the Account[s] exceeds $20,000, with the amount of the transfer being equal to the total amount of such funds in excess of $5,000; provided that that Originating Entity may, at its option, deliver a standing instruction to you to effect such transfer at the end of each banking day regardless of the amount on deposit in the Account[s], with the amount of the transfer being equal to the total amount of funds in the Account[s]. Please agree to the terms of, and acknowledge receipt of, this letter by signing in the space provided below on two copies hereof sent herewith and send the signed copies to NMC the Originating Entity at its address at 000 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000, Attention: Xxxx Xxxxxxx. Very truly yours, [NAME OF ORIGINATING ENTITY] By: Title Agreed and acknowledged: [NAME OF SPECIAL ACCOUNT BANK] By: XXXXXXX X-0 to FIFTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT EXHIBIT D-2 FORM OF CONCENTRATION ACCOUNT AGREEMENT (the “Agreement”) November 17, 2009 JPMorgan Chase Bank 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Re: Account #000-0-00000 Ladies and Gentlemen: You are hereby notified, in connection with certain transactions involving its accounts receivable, that NMC FUNDING CORPORATION (the “Transferor”) has transferred certain rights in Account #000-0-00000 (the “Account”), as more particularly described below, to WestLB AG, New York Branch (“WestLB”), as Agent (the “Agent”) under the Fifth Amended and Restated Transfer and Administration Agreement dated November 17, 2009 by and among the Transferor, as transferor, National Medical Care, Inc., as Collection Agent, the entities from time to time parties thereto as “Conduit Investors,” “Bank Investors,” “Administrative Agents” and WestLB as Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time. The Agreement amends, restates and supersedes the letter agreement dated October 16, 2008 among the Transferor, the Agent and you.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Collection Agent to Maintain Perfection and Priority. The Collection Agent covenants that, in order to evidence the interests of the Transferor, the Agent, the Administrative 159 Agents and the Investors under this Agreement, the Collection Agent shall take such action, and execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by any Administrative Agent) to maintain and perfect, as a first priority interest, the Agent’s security interest in the Receivables. The Collection Agent shall, from time to time and within the time limits established by law, prepare and present to the Agent for the Agent to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Collection Agent to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Agent’s security interest in the Receivables as a first-priority interest (each a “Filing”). The Collection Agent shall present each such Filing to the Agent together with (x) to the extent requested by any Administrative Agent, an opinion of counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Agent pursuant to the Transaction Documents and (ii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Agent’s signature.. Upon receipt of such opinion of counsel and form of authorization, Agent shall promptly authorize in writing Collection Agent to, and Collection Agent shall, effect such Filing under the Uniform Commercial Code without the signature of Transferor or Agent where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Collection Agent shall not have any authority to effect a Filing without obtaining written authorization from the Agent in accordance with this paragraph. 159 160 SCHEDULE IV to EIGHTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT [RESERVEDAttachedRESERVED] EXHIBIT A to EIGHTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT FORM OF NOTICE OF INCREMENTAL TRANSFER (NI) The Bank of Nova Scotia, N.A., as Agent under the Transfer and Administration Agreement referred to below 00 Xxxx Xxxxxx Xxxx 00xx Xxxxx Xxxxxxx, XX Xxxxxx M5H 1H1 Attention: Xxxx Xxx Telephone: (000) 000-0000 E-mail: xxxx.xxx@xxxxxxxxxx.xxx with a copy to: The Bank of Nova Scotia 000 Xxxxx Xxxxxx 23rd Floor New York, NY 00000 Attention: Xxxxxx Xxxx Tel: (000) 000-0000 Fax: (000) 000-0000 Email: Xxxxxx.Xxxx@xxxxxxxxxx.xxx _________ __, ____ Re: NMC Funding Corporation (the “Transferor”) Reference is made to the Eighth Amended and Restated Transfer and Administration Agreement, dated as of August 11, 2021 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Transfer and Administration Agreement”), among the Transferor, National Medical Care, Inc., as collection agent, the entities from time to time parties thereto as “Conduit Investors”, “Bank Investors”, and “Administrative Agents” and Agent. Capitalized terms used herein without definition are used as defined in the Transfer and Administration Agreement. The Transferor hereby gives you notice pursuant to Section 2.2 of the Transfer and Administration Agreement of its offer to convey, transfer and assign to you, for the benefit of the Investors, undivided percentage ownership interests in the Receivables and the other Affected Assets related thereto for a Transfer Price of $____________1, on ________ _____ (the “Transfer Date”). The desired Tranche Period[s] and allocations of the Net Investment of this Incremental Transfer (NI) are indicated below: Amount of Net Investment Duration of Initial Tranche Period Type of Tranche Rate [____________________] [____________________] [CP Rate] [Eurodollar Rate][Base Rate] The Transferor hereby certifies that:
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Collection Agent to Maintain Perfection and Priority. The Collection Agent covenants that, in order to evidence the interests of the Transferor, the Agent, the Administrative Agents and the Investors under this Agreement, the Collection Agent shall take such action, and execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by any Administrative Agent) to maintain and perfect, as a first priority interest, the Agent’s security interest in the Receivables. The Collection Agent shall, from time to time and within the time limits established by law, prepare and present to the Agent for the Agent to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Collection Agent to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Agent’s security interest in the Receivables as a first-priority interest (each a “Filing”). The Collection Agent shall present each such Filing to the Agent together with (x) to the extent requested by any Administrative Agent, an opinion of counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Agent pursuant to the Transaction Documents and (ii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Agent’s signature.. Upon receipt of such opinion of counsel and form of authorization, Agent shall promptly authorize in writing Collection Agent to, and Collection Agent shall, effect such Filing under the Uniform Commercial Code without the signature of Transferor or Agent where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Collection Agent shall not have any authority to effect a Filing without obtaining written authorization from the Agent in accordance with this paragraph. 159 164 SCHEDULE IV to EIGHTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT [RESERVEDAttachedRESERVED] EXHIBIT A to EIGHTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT FORM OF NOTICE OF INCREMENTAL TRANSFER (NI) The Bank of Nova Scotia, N.A., as Agent under the Transfer and Administration Agreement referred to below 00 Xxxx Xxxxxx Xxxx 66th Floor Toronto, ON Canada M5H 1H1 Attention: Xxxx Xxx Telephone: (000) 000-0000 E-mail: xxxx.xxx@xxxxxxxxxx.xxx with a copy to: The Bank of Nova Scotia 000 Xxxxx Xxxxxx 23rd Floor New York, NY 00000 Attention: Xxxxxx Xxxx Tel: (000) 000-0000 Fax: (000) 000-0000 Email: Xxxxxx.Xxxx@xxxxxxxxxx.xxx , Re: NMC Funding Corporation (the “Transferor”) Reference is made to the Eighth Amended and Restated Transfer and Administration Agreement, dated as of August 11, 2021 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Transfer and Administration Agreement”), among the Transferor, National Medical Care, Inc., as collection agent, the entities from time to time parties thereto as “Conduit Investors”, “Bank Investors”, and “Administrative Agents” and Agent. Capitalized terms used herein without definition are used as defined in the Transfer and Administration Agreement. The Transferor hereby gives you notice pursuant to Section 2.2 of the Transfer and Administration Agreement of its offer to convey, transfer and assign to you, for the benefit of the Investors, undivided percentage ownership interests in the Receivables and the other Affected Assets related thereto for a Transfer Price of $ 1, on (the “Transfer Date”). The desired Tranche Period[s] and allocations of the Net Investment of this Incremental Transfer (NI) are indicated below:
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Collection Agent to Maintain Perfection and Priority. The Collection Agent covenants that, in order to evidence the interests of the Transferor, the Agent, the Administrative Agents and the Investors under this Agreement, the Collection Agent shall take such action, and execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by any Administrative Agent) to maintain and perfect, as a first priority interest, the Agent’s security interest in the Receivables. The Collection Agent shall, from time to time and within the time limits established by law, prepare and present to the Agent for the Agent to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Collection Agent to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Agent’s security interest in the Receivables as a first-priority interest (each a “Filing”). The Collection Agent shall present each such Filing to the Agent together with (x) to the extent requested by any Administrative Agent, an opinion of counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Agent pursuant to the Transaction Documents and (ii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Agent’s signature.. Upon receipt of such opinion of counsel and form of authorization, Agent shall promptly authorize in writing Collection Agent to, and Collection Agent shall, effect such Filing under the Uniform Commercial Code without the signature of Transferor or Agent where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Collection Agent shall not have any authority to effect a Filing without obtaining written authorization from the Agent in accordance with this paragraph. 159 161 SCHEDULE IV to EIGHTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT [RESERVEDAttachedRESERVED] EXHIBIT A to EIGHTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT FORM OF NOTICE OF INCREMENTAL TRANSFER (NI) The Bank of Nova Scotia, N.A., as Agent under the Transfer and Administration Agreement referred to below 00 Xxxx Xxxxxx Xxxx 66th Floor Toronto, ON Canada M5H 1H1 Attention: Xxxx Xxx Telephone: (000) 000-0000 E-mail: xxxx.xxx@xxxxxxxxxx.xxx with a copy to: The Bank of Nova Scotia 000 Xxxxx Xxxxxx 23rd Floor New York, NY 00000 Attention: Xxxxxx Xxxx Tel: (000) 000-0000 Fax: (000) 000-0000 Email: Xxxxxx.Xxxx@xxxxxxxxxx.xxx , Re: NMC Funding Corporation (the “Transferor”) Reference is made to the Eighth Amended and Restated Transfer and Administration Agreement, dated as of August 11, 2021 (as the same may have been amended, restated, supplemented or otherwise modified prior to the date hereof, the “Transfer and Administration Agreement”), among the Transferor, National Medical Care, Inc., as collection agent, the entities from time to time parties thereto as “Conduit Investors”, “Bank Investors”, and “Administrative Agents” and Agent. Capitalized terms used herein without definition are used as defined in the Transfer and Administration Agreement. The Transferor hereby gives you notice pursuant to Section 2.2 of the Transfer and Administration Agreement of its offer to convey, transfer and assign to you, for the benefit of the Investors, undivided percentage ownership interests in the Receivables and the other Affected Assets related thereto for a Transfer Price of $ 1, on (the “Transfer Date”). The desired Tranche Period[s] and allocations of the Net Investment of this Incremental Transfer (NI) are indicated below: Duration of Amount of Net Investment Initial Tranche Period Type of Tranche Rate [ ] [ ] [CP Rate] [Benchmark Rate][Base Rate] The Transferor hereby certifies that:
Appears in 1 contract
Samples: Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Collection Agent to Maintain Perfection and Priority. The Collection Agent covenants that, in order to evidence the interests of the Transferor, the Agent, the Administrative 129 Agents and the Investors under this Agreement, the Collection Agent shall take such action, and execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by any Administrative Agent) to maintain and perfect, as a first priority interest, the Agent’s security interest in the Receivables. The Collection Agent shall, from time to time and within the time limits established by law, prepare and present to the Agent for the Agent to authorize (based in reliance on the opinion of counsel hereinafter provided for) the Collection Agent to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Agent’s security interest in the Receivables as a first-priority interest (each a “Filing”). The Collection Agent shall present each such Filing to the Agent together with (x) to the extent requested by any Administrative Agent, an opinion of counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Agent pursuant to the Transaction Documents and (ii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Agent’s signature.. Upon receipt of such opinion of counsel and form of authorization, Agent shall promptly authorize in writing Collection Agent to, and Collection Agent shall, effect such Filing under the Uniform Commercial Code without the signature of Transferor or Agent where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Collection Agent shall not have any authority to effect a Filing without obtaining written authorization from the Agent in accordance with this paragraph. 159 SCHEDULE IV to EIGHTH SIXTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT [RESERVEDAttachedRESERVED] EXHIBIT A to SIXTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT FORM OF NOTICE OF INCREMENTAL TRANSFER (NI) The Bank of Nova Scotia, N.A., as Agent under the Transfer and Administration Agreement referred to below 000 Xxxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Attention: Xxxx Xxxxxxx Telephone: (000) 000-0000 Fax: (000) 000-0000 E-mail: xxxx.xxxxxxx@xxxxxxxxxx.xxx with a copy to: The Bank of Nova Scotia Xxx Xxxxxxx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxx Tel: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxxx.xxxx@xxxxxxxxxxxxx.xxx ,
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
