Common use of Rights of the Agent Clause in Contracts

Rights of the Agent. Upon the Agent’s written request following the occurrence and during the continuance of an Event of Termination or a Ratings Downgrade Event, the Seller shall transfer to the Agent the exclusive ownership and control of the Lock-Box Accounts, and the Seller hereby agrees to take any further action necessary that the Agent may reasonably request to effect such transfer. The Agent is hereby authorized at any time following and during the continuance of an Event of Termination or a Ratings Downgrade Event to notify any or all of the Lock-Box Banks to remit all amounts deposited in the applicable Lock-Box Accounts directly to the Collection Account, or if an Event of Termination has occurred and is continuing, directly to the Agent or its designee. At any time following the occurrence and continuance of an Event of Termination (i) the Agent may notify (or may direct the Servicer to notify) at any time the Obligors of Receivables (other than Repurchased Receivables), or any of them, of the Purchasers’ and the Liquidity Providers’ interest in Receivables Assets (other than Repurchased Receivables) and direct such Obligors, or any of them, that payment of all amounts payable under any such Receivable be made directly to the Agent or its designee; (ii) the Seller shall, at the Agent’s request and at the Seller’s expense, give notice of the Purchasers’ and the Liquidity Providers’ interest in Receivables (other than Repurchased Receivables) to each Obligor and direct that payments be made directly to the Agent or its designee; and (iii) each of the Seller, each Purchaser and the Liquidity Providers hereby authorizes the 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 Agent, to collect all amounts due under any and all Receivables (other than Repurchased Receivables), including, without limitation, endorsing the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables. Any and all funds remitted to the Collection Account or to the Agent or its designee in accordance with this Section 6.03 shall be remitted to the Servicer to be allocated, paid, applied, held and used in accordance with Section 2.04.

Rights of the Agent. Upon the Agent’s written request following the occurrence and during the continuance of an Event of Termination or a Ratings Downgrade Event, the (a) The Seller shall transfer hereby transfers to the Agent the exclusive control and ownership and control of the each Lock-Box AccountsAccount, and the Seller hereby agrees to take any further action necessary that the Agent may reasonably request to effect such transfer. The Agent is hereby authorized authorized, at any time following and during the continuance after an occurrence of an Event of Termination or a Ratings Downgrade Event Termination, to notify any or all of the Lock-Box Banks to remit all amounts deposited in the applicable Lock-Box Accounts directly to the Collection Account, or if an Event of Termination has occurred and is continuing, directly to the Agent or its designee. At any time following the occurrence and continuance of an Event of Termination (provided that the Agent has given the Seller five (5) Business Days’ notice, and during such notice period the event or condition giving rise to the Event of Termination has not been cured), or a Servicer Default, or the designation of a Servicer other than ACCO pursuant to Section 6.01, (i) the Agent may notify (or may direct the Servicer to notify) at any time the Obligors of Receivables (other than Repurchased Transferred Receivables), or any of them, of the Purchasers’ Purchaser’s and the Liquidity Providers’ interest in Receivables Assets (other than Repurchased Receivables) and direct such Obligors, or any of them, that payment of all amounts payable under any such Transferred Receivable be made directly to the Agent or its designee; (ii) the Seller shall, at the Agent’s request and at the Seller’s expense, give notice of the Purchasers’ Purchaser’s and the Liquidity Providers’ interest in Transferred Receivables (other than Repurchased Receivables) to each Obligor and direct that payments be made directly to the Agent or its designee; and (iii) each of the Seller, each the Purchaser and the Liquidity Providers hereby authorizes the Agent to take any and all steps in the Seller’s name and on behalf of the Seller, the Purchasers Purchaser and the Liquidity Providers necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Receivables (other than Repurchased Transferred Receivables), including, without limitation, endorsing the Seller’s name on checks and other instruments representing Collections and enforcing such Transferred Receivables. Any and all funds remitted to the Collection Account or to the Agent or its designee in accordance with this Section 6.03 shall be remitted to the Servicer to be allocated, paid, applied, held and used in accordance with Section 2.04.

Rights of the Agent. Upon the Agent’s written request following the occurrence and during the continuance of (a) If an Event of Termination or a Ratings Downgrade Event, Default shall occur and be continuing and the Seller Agent shall transfer give notice of its intent to exercise such rights to the Pledgor, (i) the Agent shall have the exclusive ownership right to receive any and control all cash dividends and distributions paid in respect of the Lock-Box AccountsCollateral and make application thereof to the Obligations in the order set forth in the Loan Agreement; (ii) all of the Pledged Securities shall be registered in the name of the Agent or its nominee, and the Seller hereby agrees Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to take such Pledged Securities at any further action necessary that meeting of shareholders of each Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by the Pledgor or the Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may reasonably request determine), all without liability except to effect account for property actually received by it, but the Agent shall have no duty to the Pledgor to exercise any such transfer. The right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; and (iii) the Agent is hereby authorized at any time following and during shall have the continuance right to (A) take possession of an Event of Termination or a Ratings Downgrade Event to notify any or all of the Lock-Box Banks Collateral from the Custodian and (B) to notify the Custodian to remit all amounts deposited in the applicable Lock-Box Accounts directly to the Collection AccountAgent, or if an Event of Termination has occurred and is continuingas received, directly all payments, however characterized, received by the Custodian with respect to the Agent or its designee. At any time following the occurrence and continuance of an Event of Termination (i) the Agent may notify (or may direct the Servicer to notify) at any time the Obligors of Receivables (other than Repurchased Receivables), or any of them, of the Purchasers’ and the Liquidity Providers’ interest in Receivables Assets (other than Repurchased Receivables) and direct such Obligors, or any of them, that payment of all amounts payable under any such Receivable be made directly to the Agent or its designee; (ii) the Seller shall, at the Agent’s request and at the Seller’s expense, give notice of the Purchasers’ and the Liquidity Providers’ interest in Receivables (other than Repurchased Receivables) to each Obligor and direct that payments be made directly to the Agent or its designee; and (iii) each of the Seller, each Purchaser and the Liquidity Providers hereby authorizes the 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 Agent, to collect all amounts due under any and all Receivables (other than Repurchased Receivables), including, without limitation, endorsing the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables. Any and all funds remitted to the Collection Account or to the Agent or its designee in accordance with this Section 6.03 shall be remitted to the Servicer to be allocated, paid, applied, held and used in accordance with Section 2.04Collateral.

Rights of the Agent. Upon the Agent’s written request following the occurrence and during the continuance of an Event of Termination or a Ratings Downgrade Event, the The Seller shall transfer hereby transfers to the Agent the exclusive ownership and control of the Lock-Box Accounts, the Quill P.O. Box and the Quill Account, and the Seller hereby agrees to take any further action necessary that the Agent may reasonably request to effect such transfer. The Agent is hereby authorized at any time following and during the continuance of a Downgrade Event or an Event of Termination or a Ratings Downgrade Event (a) to notify any or all of the Lock-Box Banks and American National Bank and Trust Company to remit all amounts deposited in the applicable Lock-Box Accounts directly to Accounts, the Collection Account, Quill Account or if an Event of Termination has occurred and is continuing, other accounts directly to the Agent or its designeedesignee and (b) to deliver to any appropriate official of the United States Postal Service the Quill P.O. Box Certificate delivered hereunder and take any action with respect to the Quill P.O. Box that Quill or the Servicer was entitled to take prior to the delivery of the Quill P.O. Box Certificate, including, without limitation, receiving or otherwise directing the delivery of all moneys, instruments, checks and other remittances or documents delivered to the Quill P.O. Box. At any time following the occurrence and continuance of an Event of Termination or the designation of a Servicer other than Staples pursuant to SECTION 6.01, (i) the Agent may notify (or may direct the Servicer to notify) at any time the Obligors of Receivables (other than Repurchased Receivables), or any of them, of the Purchasers’ ' and the Liquidity Providers’ ' interest in Receivables Assets (other than Repurchased Receivables) and direct such Obligors, or any of them, that payment of all amounts payable under any such Receivable be made directly to the Agent or its designee; (ii) the Seller shall, at the Agent’s 's request and at the Seller’s 's expense, give notice of the Purchasers’ ' and the Liquidity Providers’ ' interest in Receivables (other than Repurchased Receivables) to each Obligor and direct that payments be made directly to the Agent or its designee; and (iii) each of the Seller, each Purchaser and the Liquidity Providers hereby authorizes the Agent to take any and all steps in the Seller’s 's name and on behalf of the Seller, the Purchasers and the Liquidity Providers necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Receivables (other than Repurchased Receivables), including, without limitation, endorsing the Seller’s any Transaction Party's name on checks and other instruments representing Collections and enforcing such Receivables. Any Notwithstanding the assignment of any rights by Hackensack or the Seller under the Originator Sale Agreement or the Sale and all funds remitted to the Collection Account or to Contribution Agreement, respectively, the Agent shall not exercise any of Hackensack's or its designee in accordance with the Seller's rights to give or require notice to Obligors at any time that it would not be entitled to give such notice under this Section 6.03 shall be remitted to the Servicer to be allocated, paid, applied, held and used in accordance with Section 2.04SECTION 6.03.

Rights of the Agent. Upon (a) If an Event of Default shall occur and be continuing and the Agent’s written request following Agent shall give notice of its intent to exercise such rights to the occurrence Pledgors, (i) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership/LLC Interests and make application thereof to the Obligations in the order set forth in Section 9.6 of the Loan Agreement and (ii) all shares of the Pledged Stock and the Partnership/LLC Interests 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, 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 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 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 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 Termination Default, if requested by the Agent, pay any dividends, distributions or a Ratings Downgrade Event, the Seller shall transfer other payments with respect to the Agent the exclusive ownership and control of the Lock-Box Accounts, and the Seller hereby agrees to take any further action necessary that the Agent may reasonably request to effect such transfer. The Agent is hereby authorized at any time following and during the continuance of an Event of Termination Pledged Stock or a Ratings Downgrade Event to notify any or all of the Lock-Box Banks to remit all amounts deposited in the applicable Lock-Box Accounts Partnership/LLC Interests directly to the Collection Account, or if an Event of Termination has occurred and is continuing, directly to the Agent or its designee. At any time following the occurrence and continuance of an Event of Termination (i) the Agent may notify (or may direct the Servicer to notify) at any time the Obligors of Receivables (other than Repurchased Receivables), or any of them, of the Purchasers’ and the Liquidity Providers’ interest in Receivables Assets (other than Repurchased Receivables) and direct such Obligors, or any of them, that payment of all amounts payable under any such Receivable be made directly to the Agent or its designee; (ii) the Seller shall, at the Agent’s request and at the Seller’s expense, give notice of the Purchasers’ and the Liquidity Providers’ interest in Receivables (other than Repurchased Receivables) to each Obligor and direct that payments be made directly to the Agent or its designee; and (iii) each of the Seller, each Purchaser and the Liquidity Providers hereby authorizes the 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 Agent, to collect all amounts due under any and all Receivables (other than Repurchased Receivables), including, without limitation, endorsing the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables. Any and all funds remitted to the Collection Account or to the Agent or its designee in accordance with this Section 6.03 shall be remitted to the Servicer to be allocated, paid, applied, held and used in accordance with Section 2.04.

Rights of the Agent. Upon 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 written request following 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 Termination or a Ratings Downgrade Event, the Seller shall transfer to the Agent the exclusive ownership and control of the Lock-Box Accounts, and the Seller hereby agrees to take any further action necessary that the Agent may reasonably request to effect such transfer. The Agent is hereby authorized at any time following and during the continuance of an Event of Termination or a Ratings Downgrade Event to notify any or all of the Lock-Box Banks to remit all amounts deposited in the applicable Lock-Box Accounts directly to the Collection Account, or if an Event of Termination has occurred and is continuing, directly to the Agent or its designee. At any time following the occurrence and continuance of an Event of Termination (i) the Agent may notify (or may direct the Servicer to notify) at any time the Obligors of Receivables (other than Repurchased Receivables), or any of them, of the Purchasers’ and the Liquidity Providers’ interest in Receivables Assets (other than Repurchased Receivables) and direct such Obligors, or any of them, that payment of all amounts payable Default under any such Receivable be made directly to the Agent or its designee; (ii) the Seller shall, at the Agent’s request and at the Seller’s expense, give notice of the Purchasers’ and the Liquidity Providers’ interest in Receivables (other than Repurchased Receivables) to each Obligor and direct that payments be made directly to the Agent or its designee; and (iii) each of the Seller, each Purchaser and the Liquidity Providers hereby authorizes the 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 Agent, to collect all amounts due under any and all Receivables (other than Repurchased Receivables), including, without limitation, endorsing the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables. Any and all funds remitted to the Collection Account or to the Agent or its designee in accordance with this Section 6.03 shall be remitted to the Servicer to be allocated, paid, applied, held and used in accordance with Section 2.04Agreement.

Rights of the Agent. Upon the Agent’s written request following the occurrence and during the continuance of (a) If an Event of Termination Default shall occur and be continuing and the Agent shall give notice of its intent to exercise its rights hereunder to Pledgors, (i) all rights of Pledgors (A) to exercise or a Ratings Downgrade Eventrefrain from exercising the voting and other consensual rights that they would otherwise be entitled to exercise pursuant to Section 6 hereof shall, upon notice to Pledgors by the Seller Agent, cease and (B) to receive the dividends, distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 6 hereof shall transfer automatically cease; (ii) all dividends, distributions and interest payments that are received by Pledgors contrary to the provisions of subsection (i) shall be received in trust to the Agent, shall be segregated from other property and funds of Pledgors and shall be forthwith paid over to Agent, in the same form as so received (with any necessary endorsement); (iii) the Agent shall have the exclusive ownership right to receive any and control all cash dividends or other income paid in respect of the Lock-Box Accounts, Pledged Stock and make application thereof to reduce any outstanding Obligations in accordance with the Seller hereby agrees to take any further action necessary that the Agent may reasonably request to effect such transfer. The Agent is hereby authorized at any time following Agent's exercise of its reasonable discretion; and during the continuance of an Event of Termination or a Ratings Downgrade Event to notify any or (iv) all units of the Lock-Box Banks to remit all amounts deposited Pledged Stock shall be registered in the applicable Lock-Box Accounts directly to the Collection Account, or if an Event name of Termination has occurred and is continuing, directly to the Agent or its designee. At any time following the occurrence nominees, and continuance of an Event of Termination (i) the Agent may notify (or may direct the Servicer to notify) at any time the Obligors of Receivables (other than Repurchased Receivables), or any of them, of the Purchasers’ and the Liquidity Providers’ interest in Receivables Assets (other than Repurchased Receivables) and direct such Obligors, or any of them, that payment of all amounts payable under any such Receivable be made directly to the Agent or its designee; nominees may thereafter exercise (iiA) the Seller shallall voting, at the Agent’s request corporate and at the Seller’s expense, give notice other rights pertaining to such units of the Purchasers’ and Pledged Stock at any meeting of members of the Liquidity Providers’ interest in Receivables (other than Repurchased Receivables) to each Obligor and direct that payments be made directly to the Agent Issuers or its designee; otherwise and (iiiB) each of the Seller, each Purchaser and the Liquidity Providers hereby authorizes the Agent to take any and all steps in the Seller’s name rights of conversion, exchange, subscription and on behalf any other rights, privileges or options pertaining to such shares of the Seller, Pledged Stock as if the Purchasers and Agent was the Liquidity Providers necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Receivables absolute owner thereof (other than Repurchased Receivables), including, without limitation, endorsing the Seller’s name on checks and other instruments representing Collections and enforcing such Receivables. Any right to exchange at its discretion any and all funds remitted of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Issuers, or upon the exercise by Pledgors or the Agent, of any right, privilege or option pertaining to such shares of the Collection Account Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock 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, but the Agent shall have no duty to Pledgors to exercise any such right, privilege or its designee option and shall not be responsible for any failure to do so or delay in accordance with this Section 6.03 shall be remitted to the Servicer to be allocated, paid, applied, held and used in accordance with Section 2.04so doing.