Rights of the Program Agent Sample Clauses

Rights of the Program Agent. (a) Upon the occurrence and during the continuation of a Servicer Default or an Event of Termination, the Program Agent (with the prior consent of the Majority Managing Agents) shall have the right at any time to assume exclusive control over the Collection Account and/or the Reserve Account by delivering a Notice of Exclusive Control to the Securities Intermediary, and the Securities Intermediary, upon receipt of such Notice of Exclusive Control, will take all Entitlement Orders, instructions or other directions it receives from the Program Agent, on behalf of the Secured Parties, with respect to the Collection Account and/or the Reserve Account, without further consent by the Borrower, the Servicer or any other Person, and shall cease complying with Entitlement Orders, instructions or other directions concerning the Collection Account and/or the Reserve Account originated by the Borrower, the Servicer or any other Person.
Sample 1Sample 2Sample 3See All (6)
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Rights of the Program Agent. Upon the occurrence and during the continuation of a Servicer Default or an Event of Termination, the Program Agent (with the prior consent of the Majority Managing Agents) shall have the right at any time to assume exclusive control over the Collection Account by delivering a Notice of Exclusive Control to the Securities Intermediary, and the Securities Intermediary, upon receipt of such Notice of Exclusive Control, will take all Entitlement Orders, instructions or other directions it receives from the Program Agent, on behalf of the Secured Parties, with respect to the Collection Account, without further consent by the Borrower, the Servicer or any other Person, and shall cease complying with Entitlement Orders, instructions or other directions concerning the Collection Account originated by the Borrower, the Servicer or any other Person.
Sample 1Sample 2Sample 3See All (5)
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.
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Rights of the Program Agent. The Seller hereby agrees that the Program Agent is hereby authorized to deliver an Allocation Notice to the Collection Agent (i) upon the occurrence of any Event of Termination (or event which with the passage of time or notice, or both, would constitute an Event of Termination) which relates to the Seller, the Distributor, any Advisor or any Significant Affiliate, or (ii) at any time that the Program Agent in its sole discretion believes that the event contemplated in Section 6.01(f) could occur in respect of the Seller, the Distributor, any Advisor or any of their Significant Affiliates.
Sample 1
Rights of the Program Agent. Upon written notice during a Level 2 Ratings Downgrade Period or following the occurrence and durxxx xxx xxxxxxxxxxx xx xx 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 continuxxxx xx xx Xxxxx xx Xxxxxnation, 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 conxxxxxxxx xx xx Xxxxx xx Xermination (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 nam...
Sample 1
Rights of the Program Agent. (a) Following the occurrence and during the continuation of any Incipient Event of Bankruptcy or Event of Termination, 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 of the Majority Committed Lenders, (x) 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, (y) 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 (z) 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.
Sample 1
Rights of the Program Agent. (a) Following the occurrence and during the continuation of any Event of Termination, an Incipient Event of Termination of the type described in clause (e) in Section 7.01, or during a Level II Ratings Period, the Program Agent may with the consent, and shall at the direction, of the Majority Managing 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 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 the Servicer of any exercise of the Program Agent's right to take exclusive control of the Collection Account, the Lock-Boxes and the Deposit 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.
Sample 1
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Related to Rights of the Program Agent

  • Rights of the Collateral Agent In the event of any conflict between any terms and provisions set forth in this Agreement and those set forth in any other Security Document, the terms and provisions of this Agreement shall supersede and control the terms and provisions of such other Security Document. In the event there is any bona fide, good faith disagreement between the other parties to this Agreement or any of the other Security Documents resulting in adverse claims being made in connection with Collateral held by the Collateral Agent and the terms of this Agreement or any of the other Security Documents do not unambiguously mandate the action the Collateral Agent is to take or not to take in connection therewith under the circumstances then existing, or the Collateral Agent is in doubt as to what action it is required to take or not to take hereunder or under the other Security Documents, it will be entitled to refrain from taking any action (and will incur no liability for doing so) until directed otherwise in writing by a request signed jointly by the parties hereto entitled to give such direction or by order of a court of competent jurisdiction.

  • Rights of the Parties Nothing expressed or implied in this Agreement is intended or will be construed to confer upon or give any Person other than the parties hereto any rights or remedies under or by reason of this Agreement or any transaction contemplated hereby.

  • Rights of the Agent (a) The Seller and PolyOne each hereby transfer to the Agent the exclusive ownership, dominion and control of the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments, and shall take any further action that the Agent may reasonably request to effect such transfer. Further, the Agent may notify at any time and at the Seller’s expense the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Interests by the Owners.

  • Rights of Creditors (a) This Agreement is unfunded. Neither the Director nor any other persons shall have any interest in any specific asset or assets of the Funds by reason of any Deferral Accounts hereunder, nor any rights to receive distribution of his Deferral Accounts except and as to the extent expressly provided hereunder. The Funds shall not be required to purchase, hold or dispose of any investments pursuant to this Agreement; however, if in order to cover their obligations hereunder the Funds elect to purchase any investments the same shall continue for all purposes to be a part of the general assets and property of the Funds, subject to the claims of their general creditors and no person other than the Funds shall by virtue of the provisions of this Agreement have any interest in such assets other than an interest as a general creditor.

  • Rights of the Owner Trustee Except as otherwise provided in Article VI:

  • Rights of the Administrative Agent (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgors, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership or membership distributions, as applicable, in respect of the Partnership/LLC Interests and make application thereof to the Obligations in the order set forth in Section 11.4 of the Credit Agreement and (ii) all shares of the Pledged Stock and the Partnership/LLC Interests shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate, partnership, membership and other rights pertaining to such shares of the Pledged Stock or Partnership/LLC Interests at any meeting of shareholders, partners or members of the applicable Issuer or Partnership/LLC or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock or Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock or Partnership/LLC Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer or Partnership/LLC, or upon the exercise by the Pledgors or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock or the Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock or the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Pledgor hereby authorizes and instructs each Issuer or Partnership/LLC with respect to any Collateral consisting of Pledged Stock or Partnership/LLC Interests to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer or Partnership/LLC shall be fully protected in so complying, and (ii) upon and during the continuance of an Event of Default, if requested by the Administrative Agent, pay any dividends, distributions or other payments with respect to any Pledged Stock or Partnership/LLC Interests directly to the Administrative Agent.

  • RIGHTS OF THE BOARD A. The Board on its own behalf and on behalf of the electors of the district, hereby retains and reserves unto itself, without limitation, all powers, rights, authority, duties and responsibilities conferred upon and vested in it by the laws and the Constitution of the State of Michigan, and the United States, including, but without limiting the generality of the foregoing, the right;

  • Rights and Remedies of the Collateral Agent (a) In addition to the rights and remedies specified in Section 4.4 hereof or otherwise available at law or in equity, after an event of default hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (i) retention of the Pledged Debt Securities or other Collateral in full satisfaction of the Holders' obligations under the Purchase Contracts or (ii) sale of the Pledged Debt Securities or other Collateral in one or more public or private sales and application of the proceeds in full satisfaction of the Holders' obligations under the Purchase Contracts.

  • Certain Rights of the Administrative Agent If the Administrative Agent shall request instructions from the Required Lenders with respect to any action or actions (including the failure to act) in connection with this Agreement, the Administrative Agent shall be entitled to refrain from such act or taking such act, unless and until it shall have received instructions from such Lenders; and the Administrative Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders where required by the terms of this Agreement.

  • Rights of the Trustee (A) The Trustee may conclusively rely on any document that it believes to be genuine and signed or presented by the proper Person, and the Trustee need not investigate any fact or matter stated in such document.

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