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 the Agent. (a) If an Event of Default shall occur and be continuing and the Agent shall give notice of its intent to exercise such rights to the Pledgor, (i) the Agent shall have the right to receive any and all cash dividends, distributions or other payments paid in respect of the Collateral and make application thereof to the Secured Obligations, in the manner set forth in the Credit Agreement and (ii) if applicable, all of the Collateral shall be registered in the name of the Agent or its nominee, and the Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Collateral at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer or upon the exercise by the Pledgor or the Agent of any right, privilege or option pertaining to such Collateral, and in connection therewith, the right to deposit and deliver any and all of the Collateral 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 Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
Rights of the Agent the Security Agent, and the Banks. The Agent, the Security Agent, and each Bank may, from time to time, at its sole discretion and without notice to either of the Sponsors, take any or all of the following actions without affecting its or their rights under this Agreement: (a) retain or obtain a security interest in any property of any Person to secure any of the Senior Liabilities; (b) retain or obtain the primary or secondary obligations of any other obligor or obligors with respect to any of the Senior Liabilities; (c) extend or renew for one or more periods (whether or not longer than the original period), alter or exchange any of the Senior Liabilities, or release or compromise any obligation of any nature of any obligor with respect to any of the Senior Liabilities; (d) compromise, settle, release, renew, extend, indulge, amend, change, waive, modify, or supplement in any respect any of the terms or conditions of any of the Operative Documents; and (e) release its lien on or security interest in, or surrender, release, or permit any substitution or exchange for, all or any part of any property securing any of the Senior Liabilities, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter, or exchange any obligations of any nature of any obligor with respect to any such property.
Rights of the Agent. The Agent shall not be liable for failure to collect or realize upon the Secured Obligations or any collateral security or guarantee therefor, or any part thereof, or for any delay in so doing, nor shall the Agent be under any obligation to take any action whatsoever with regard thereto. If an Event of Default has occurred and is continuing, any or all of the Collateral held by the Agent hereunder may, upon notice to the Pledgor and in the Agent’s sole discretion, be registered in the name of the Agent or its nominee, and the Agent or its nominee may thereafter, without prior notice, exercise all voting and other rights pertaining to the Collateral at any meeting of any corporation or entity issuing any of the shares or the membership interests included in the Collateral and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any shares of the Pledged Equity Interests as if the Agent or its nominee were the absolute owner thereof, including, without limitation, the right to exchange at its discretion, any and all of the Pledged Equity Interests upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation or entity issuing any of such shares or membership interests or upon the exercise by any such issuer or the Agent of any right, privilege or option pertaining to any shares or membership interests of the Pledged Equity Interests, and in connection therewith, to deposit and deliver any and all of the Pledged Equity Interests with any committee, depository, 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. Notwithstanding the foregoing, the Agent shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing. This Agreement constitutes, and the Pledgor hereby grants to the Agent for the ratable benefit of the Lenders, irrevocable proxies for the Pledged Equity Interests, which may be exercised by the Agent at any time after the occurrence and during the continuance of an Event of Default under this Agreement.
Rights of the Agent. The Agent shall have all the rights, privileges and immunities which gratuitous trustees have or may have in England, even though it is entitled to remuneration.
Rights of the Agent. (a) The Agent (at the request or with the consent of any Managing Agent) may notify, at any time upon three Business Days' notice to the Seller if the Agent (or such Managing Agent) shall determine in its sole discretion that such action is necessary to protect the interest of any Owner in the Receivables, or at any time after the designation of a Collection Agent other than PolyOne and at the Seller's expense, the Obligors of Pool Receivables, or any of them, of the ownership of Eligible Assets by the Owners. Further, the Agent is hereby authorized at any time to date, and to deliver to the Lock-Box Banks, the Lock-Box Notices referred to in the Lock-Box Agreements. The Seller and PolyOne each hereby, when the Agent shall deliver such Lock-Box Notices to the Lock-Box Banks, transfers to the Agent the exclusive control of the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments, and shall take such further action that the Agent may reasonably request to effect such transfer. If the Agent shall deliver such Lock-Box Notices to the Lock-Box Banks, the Agent will, promptly after the aggregate Capital of all Eligible Assets shall be reduced to zero and the Yield in respect of all Eligible Assets and all other amounts payable under this Agreement to the Owner shall be paid in full, instruct the Lock-Box Banks that the Agent transfers back to the Seller or PolyOne, as the case may be, exclusive control of the Lock-Box Accounts.
Rights of the Agent. The Agent shall be permitted to conduct the Sale as a “going-out-of-business,” “store closing,” “bankruptcy,” or similarly themed sale throughout the Sale Term. The Agent shall conduct the Sale in the name of and on behalf of the Merchant in a commercially reasonable manner and in compliance with the terms of this Agreement and the Sale Order. The Agent shall provide at the Sale Commencement Date such full time qualified and experienced supervisors engaged by the Agent as independent contractors as Agent deems necessary to oversee the Sale at the Stores, and shall continue to provide qualified and experienced supervisors, subject to reductions for Store closings, through the Sale Termination Date. In addition to any other rights granted to the Agent hereunder in conducting the Sale, but subject to any applicable agreements to which the Merchant is a party (including the leases in respect of the Stores), except as modified by the Sale Order, the Agent, in the exercise of its reasonable discretion, shall have the right:
Rights of the Agent. (a) After the occurrence of an Event of Investment Ineligibility, the Agent is hereby authorized at any time to instruct the Obligors of Pool Receivables, or any of them, to make payment of all amounts payable under any Pool Receivable to a Designated Account or the Seller shall, promptly at the Agent's request, send notices to the Obligors of Pool Receivables, or any of them, instructing them to make payment in the manner requested by the Agent. 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 Eligible Assets by the Owner.
Rights of the Agent. 6.1. The Agent may at its discretion on or after the occurrence of an Event of Default (in the name of the Chargor or otherwise and without any consent or authority on the part of the Chargor) exercise any voting rights and any powers or rights which may be exercised by the person or persons in whose name or names the Charged Property is registered.
Rights of the Agent. (a) The Agent is hereby authorized, at any time, upon notice to the Seller after the occurrence of an Event of Termination or Incipient Event of Termination, to direct the Obligors of Pool Receivables, or any of them (and the Seller shall at the Agent's request and at the Seller's expense, direct such Obligors), to make payment of all amounts payable under any Pool Receivable directly to the Designated Account. Further, the Agent (upon notice to the Seller and at the Seller's expense) may, at any time after the occurrence of an Event of Termination or Incipient Event of Termination, notify the Obligors of Pool Receivables, or any of them, of the ownership of Receivable Interests by the Purchasers and the Banks.
