Common use of Appointment of Collection Agent Clause in Contracts

Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Section 6.1. Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor of the designation of a new Collection Agent, NMC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. ​

Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Section 6.1. Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor of the designation of a new Collection Agent, NMC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. ​41

Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “"Collection Agent”") so designated from time to time in accordance with this Section 6.1. Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor of the designation of a new Collection Agent, NMC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. ​.

Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Section 6.1. Until the Administrative Agent (acting at the direction of the Majority InvestorsRequired APA Banks) gives notice to the Transferor Nalco Company of the designation of a new Collection AgentAgent pursuant to the next sentence, NMC Nalco Company is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. If a Termination Event has occurred and is continuing, the Administrative Agent may (with the consent of the Required APA Banks), and upon the direction of the Required APA Banks the Administrative Agent shall, designate as Collection Agent any Person (including itself) to succeed Nalco Company or any successor Collection Agent, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof. If a Termination Event has occurred and is continuing, the Administrative Agent (acting at the direction of the Required APA Banks) may notify any Obligor of the designation of a successor Collection Agent. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each the Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon acting at the direction of the Majority Investors the Agent shallRequired APA Banks); provided that Nalco Company shall be permitted to delegate its duties hereunder to any of its Affiliates or their agents, after the occurrence but such delegation shall not relieve Nalco Company of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the its duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. ​.

Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Section 6.1. Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor of the designation of a new Collection Agent, NMC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. ​.

Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Section 6.16.01. Until the Administrative Agent (acting at the direction of the Majority InvestorsRequired Purchasers) gives notice to the Transferor TriMas Corp. of the designation of a new Collection AgentAgent pursuant to this Section 6.01, NMC TriMas Corp. is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each the Administrative Agent; provided that the Collection Agent may from time TriMas Corp. shall be permitted to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding to the Sellers, or any of TriMas Corp.’s Affiliates or stockholders, but such delegation shall not relieve TriMas Corp. of its duties and obligations as Collection Agent hereunder. The Administrative Agent may, and upon the direction of the Majority Investors Required Purchasers the Administrative Agent shall, but only after the occurrence of a Collection Agent Default or any other Termination Event Event, designate as the Collection Agent any Person (including itself) to succeed NMC TriMas Corp. or any successor Collection Agent, on the conditions condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (includinghereof. Following a Collection Agent Default or a Termination Event, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The the Administrative Agent may notify any Obligor as to of the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. ​designation of a successor Collection Agent.

Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Section 6.16.01. Until the Administrative Agent (acting at the direction of the Majority Investors) gives written notice to the Transferor Contributor and each Funding Agent of the designation of a new Collection Agent, NMC The Chase Manhattan Bank is hereby designated as, and hereby agrees as the Collection Agent. Prior to perform the duties and obligations ofClosing Date, the Collection Agent pursuant shall, upon notice to the terms hereofBorrower and each Funding Agent, assign all of its rights, duties and obligations as Collection Agent to MEMEC LLC. The After the Closing Date, the Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Funding Agent; provided that the Collection Agent may from time shall be permitted to time delegate its duties hereunder to any Originating Entity such of its rightsAffiliates or their agents, but such delegation shall not relieve the Collection Agent of its duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The After the Closing Date, the Administrative Agent may, and upon the direction of the Majority Investors Required Lenders the Administrative Agent shall, after but only following the occurrence declaration of a Collection Agent Default or any other Termination Event Event, designate as the Collection Agent any Person (including itselfeither Funding Agent) to succeed NMC the Collection Agent or any successor Collection Agent, on the conditions condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order hereof. Following the declaration of a court of competent jurisdiction. The Collection Agent Default or a Termination Event, the Administrative Agent may notify any Obligor as to of the ownership interest therein that shall have been transferred to Receivables of the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. ​designation of a successor Collection Agent.

Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Collection Agent”"COLLECTION AGENT") so designated from time to time in accordance with this Section 6.1. Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor of the designation of a new Collection Agent, NMC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each the Required Administrative AgentAgents; provided PROVIDED that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further PROVIDED FURTHER that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. ​.

Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “"Collection Agent”") so designated from time to time in accordance with this Section 6.16.01. Until the Administrative Agent (acting at the direction of the Majority Investors) gives notice to the Transferor Parent of the designation of a new Collection AgentAgent pursuant to this Section 6.01, NMC the Parent is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each the Administrative Agent; provided that the Collection Agent may from time Parent shall be permitted to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding to the Sellers or any of the Parent's Affiliates, but such delegation shall not relieve the Parent of its duties and obligations as Collection Agent hereunder. The Administrative Agent may, and upon the direction of the Majority Investors Required Purchasers the Administrative Agent shall, but only after the occurrence of a Collection Agent Default or any other Termination Event Event, designate as the Collection Agent any Person (including itself) to succeed NMC the Parent or any successor Collection Agent, on the conditions condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (includinghereof. Following a Collection Agent Default or a Termination Event, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The the Administrative Agent may notify any Obligor as to of the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. ​designation of a successor Collection Agent.

Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “"Collection Agent”") so designated from time to time in accordance with this Section 6.16.01. Until the Administrative Agent (acting at the direction of the Majority InvestorsFunding Agents) gives notice to the Transferor TriMas Corp. of the designation of a new Collection AgentAgent pursuant to this Section 6.01, NMC TriMas Corp. is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each the Administrative Agent; provided that the Collection Agent may from time TriMas Corp. shall be permitted to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding to the Sellers, or any of TriMas Corp.'s Affiliates or stockholders, but such delegation shall not relieve TriMas Corp. of its duties and obligations as Collection Agent hereunder. The Administrative Agent may, and upon the direction of the Majority Investors Required Committed Purchasers the Administrative Agent shall, but only after the occurrence of a Collection Agent Default or any other Termination Event Event, designate as the Collection Agent any RECEIVABLES TRANSFER AGREEMENT Person (including itself) to succeed NMC TriMas Corp. or any successor Collection Agent, on the conditions condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (includinghereof. Following a Collection Agent Default or a Termination Event, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The the Administrative Agent may notify any Obligor as to of the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. ​designation of a successor Collection Agent.

Appointment of Collection Agent. Until such time as the Company shall notify the Seller in writing pursuant to Section 5.05 hereof of the revocation of such power and authority, the Company hereby appoints the Seller as its agent ("Collection Agent") to collect all amounts owing under or on account of all Receivables purchased by the Company from the Seller and to perform as administrative agent for the Company all tasks and duties in connection therewith that may be necessary or advisable and permitted for carrying out the transactions contemplated by this Agreement and the Funding Agreement. The servicing, administering Collection Agent shall keep separate records on behalf of the Company covering the transactions contemplated by this Agreement including the identity and collection status of each Receivable purchased by the Company from the Seller and the Seller Payables. In collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Section 6.1. Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor of the designation of a new Collection Agent, NMC is hereby designated as, and hereby agrees to perform the duties and obligations ofReceivables, the Collection Agent pursuant shall exercise the same care that it has exercised in handling similar matters for its own account, and shall create and administer policies and practices consistent with the policies and practices applied in handling similar matters for its own account and as if it had not sold the Receivables to the terms hereofCompany. The Collection Agent may not is further authorized, upon prior notice to GECC and subject to Section 5.05, to delegate any certain of its rightsservice, collection, enforcement and administrative duties or obligations hereunderhereunder with respect to the Receivables to the Parent or, or designate a substitute Collection Agent, without with the prior written consent of each Administrative AgentGECC, to any other Person who agrees to conduct such duties in accordance with this Agreement; provided PROVIDED, HOWEVER, that the Collateral Agent shall have notified S&P and Moody's in writing in advance of any such proposed delegation of its duties to a Person other than the Parent and neither S&P nor Moody's shall have advised that it would or might reduce the rating of the Commercial Paper as a result thereof; and PROVIDED FURTHER, that no delegation will relieve the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties liability and obligations hereunder as relate responsibility with respect to such duties. Upon the servicing, administering and collection revocation of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder power and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent authority granted pursuant to the terms hereof and such designation first sentence of such Person is permitted by applicable law (includingthis Section 5.01, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of the Company shall appoint a court of competent jurisdiction. The successor Collection Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. ​in accordance with Section 5.05 hereof.

Appointment of Collection Agent. The servicing, ------------------------------- administering and collection of the Receivables shall be conducted by such Person (the “"Collection Agent”") so designated from time to time in accordance ---------------- with this Section 6.1. Until the Agent (acting at the direction of the Majority Investors) PARCO gives notice to the Transferor Originator of the designation of a new Collection AgentAgent pursuant to the next sentence, NMC the Originator is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Funding Agent may, and upon the direction of the Required APA Banks the Funding Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event, designate as Collection Agent any Person (including itself) to succeed the Originator or any successor Collection Agent, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof. Following a Collection Agent Default or a Termination Event, the Funding Agent may notify any Obligor of the Transferred Interest of the designation of a successor Collection Agent. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative the Funding Agent; provided that the Collection Agent may from time -------- Originator shall be permitted to time delegate its duties hereunder to any Originating Entity such of its rightsAffiliates or their agents, but such delegation shall not relieve the Originator of its duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. ​.

Appointment of Collection Agent. Until such time as the Company shall notify the Seller in writing pursuant to Section 5.05 hereof of the revocation of such power and authority, the Company hereby appoints the Seller as its agent ("Collection Agent") to collect all amounts owing under or on account of all Receivables purchased by the Company from the Seller and to perform as administrative agent for the Company all tasks and duties in connection therewith that may be necessary or advisable and permitted for carrying out the transactions contemplated by this Agreement, the Liquidity Agreement and the Security Agreement. The servicing, administering Collection Agent shall keep separate records on behalf of the Company covering the transactions contemplated by this Agreement including the identity and collection status of each Receivable purchased by the Company from the Seller and the Seller Payables. In collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Section 6.1. Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor of the designation of a new Collection Agent, NMC is hereby designated as, and hereby agrees to perform the duties and obligations ofReceivables, the Collection Agent pursuant shall exercise the same care that it has exercised in handling similar matters for its own account, and shall create and administer policies and practices consistent with the policies and practices applied in handling similar matters for its own account and as if it had not sold the Receivables to the terms hereofCompany. The Collection Agent may not is further authorized, upon prior notice to GECC and subject to Section 5.05, to delegate any certain of its rightsservice, collection, enforcement and administrative duties or obligations hereunderhereunder with respect to the Receivables to the Parent or, or designate a substitute Collection Agent, without with the prior written consent of each Administrative AgentGECC, to any other Person who agrees to conduct such duties in accordance with this Agreement; provided PROVIDED, HOWEVER, that the Collateral Agent shall have notified S&P, D&P and Moodx'x xx writing in advance of any such proposed delegation of its duties to a Person other than the Parent and none of S&P, D&P or Moodx'x xxxll have advised that it would or might reduce the rating of the RFC Commercial Paper as a result thereof; and PROVIDED FURTHER, that no delegation will relieve the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties liability and obligations hereunder as relate responsibility with respect to such duties. Upon the servicing, administering and collection revocation of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder power and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent authority granted pursuant to the terms hereof and such designation first sentence of such Person is permitted by applicable law (includingthis Section 5.01, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of the Company shall appoint a court of competent jurisdiction. The successor Collection Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. ​in accordance with Section 5.05 hereof.

Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Section 6.1. Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor of the designation of a new Collection Agent, NMC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity ​ ​ ​ 107 ​ ​ such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. ​

Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Section 6.1. Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor of the designation of a new Collection Agent, NMC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare 42 Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. ​.

Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “"Collection Agent”") so designated from time to time in accordance with this Section 6.1. Until the Funding Agent (acting at the direction of the Majority InvestorsGroup Agents) gives notice to the Transferor Originator of the designation of a new Collection AgentAgent pursuant to the next sentence, NMC the Originator is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Funding Agent (acting at the direction of the Group Agents) may, after the occurrence of a Collection Agent Default or any other Termination Event, designate as Collection Agent any Person (including itself) to succeed the Originator or any successor Collection Agent, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof. Following a Collection Agent Default or a Termination Event, the Funding Agent may notify any Obligor of the Transferred Interest of the designation of a successor Collection Agent. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative the Funding Agent; provided that the Collection Agent may from time Originator shall be permitted to time delegate its duties hereunder to any Originating Entity such of its rightsAffiliates or their agents, but such delegation shall not relieve the Originator of its duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. ​.

Appointment of Collection Agent. The servicing, administering and collection of the Transferred Receivables shall be conducted by such Person (the “"Collection Agent”") so designated from ---------------- time to time in accordance with this Section 6.1. Until the Deal Agent (acting at the direction of the Majority Investors) gives ------------ written notice to the Transferor of the designation of a new Collection AgentAgent pursuant to the next sentence, NMC the Transferor is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Deal Agent may, and upon the direction of the Majority Investors Required Liquidity Banks, the Deal Agent shall, after the occurrence and during the continuation of a Collection Agent Default or any other Termination Event Event, designate in writing as the Collection Agent any Person (including itself) to succeed NMC the Transferor or any successor Collection Agent, on the conditions condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (includinghereof. Following a Collection Agent Default or a Termination Event, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The the Deal Agent may notify any Obligor of the designation of a successor Collection Agent. The Collection Agent may not delegate any of its rights, duties or obligations hereunder other than to an Affiliate of the Collection Agent, or designate a substitute Collection Agent, without the prior written consent of the Deal Agent, which consent may be withheld for any or no reason. Notwithstanding any delegation or any of its rights, duties or obligations hereunder or any designation of a substitute Collection Agent hereunder, so long as the Transferor or any Affiliate of the Transferor is the Collection Agent, (a) the Transferor shall be and remain primarily liable to the ownership interest therein that Deal Agent and the Investors for the full and prompt performance of all duties and responsibilities of the Collection Agent hereunder and (b) the Deal Agent and the Investors shall have been transferred be entitled to deal exclusively with the Collection Agent in matters relating to the discharge by the Collection Agent of its duties and responsibilities hereunder. As long as the Transferor andor any Affiliate of the Transferor is the Collection Agent, except as otherwise provided hereunderneither the Deal Agent nor the Investors shall be required to give notice, as demand or other communication to any Person other than the Transferor in order for communication to the Transferred Interest hereunderCollection Agent and any delegate with respect thereto to be accomplished. ​The Transferor, at all times that it or any of is Affiliates are the Collection Agent, shall be responsible for providing any delegates of the Collection Agent with any notice given to the Collection Agent under this Agreement.

Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Collection Agent”"COLLECTION AGENT") so designated from time to time in accordance with this Section 6.1. Until the Agent (acting at the direction of the Majority Investors) Company gives notice to the Transferor of the designation of a new Collection Agent, NMC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative the Agent; provided PROVIDED that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further PROVIDED FURTHER that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. ​.

Appointment of Collection Agent. (a) The servicing, administering and collection of the Receivables shall be conducted by such the Person (the “Collection Agent”) so designated from time to time as Collection Agent in accordance with this Section 6.17.1. Each of the Seller, the Agent, the Group Agents, the Administrators and the Investors hereby appoints as its agent the Collection Agent, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, the Seller and each Originator (to the extent not then acting as Collection Agent hereunder) hereby grants to any Collection Agent appointed hereunder an irrevocable power of attorney to take any and all steps in the Seller’s and/or such Originator’s name and on behalf of the Seller or such Originator as necessary or desirable, in the reasonable determination of the Collection Agent, to collect all amounts due under any and all Receivables, including endorsing the Seller’s and/or such Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII. Until the Agent (acting at the direction of the Majority Investors) gives notice to the Transferor Seller and Collection Agent in accordance with this Section 7.1 of the designation of a new Collection Agent, NMC United Rentals is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any Upon the occurrence of its rightsa Termination Event, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon at the direction of the Majority Investors the Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC United Rentals or any successor Collection Agent, on the conditions condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. ​hereof.

Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “"Collection Agent”") so designated from time to time in accordance with this Section 6.1. The Collection Agent shall be paid a Servicing Fee in accordance with Section 2.5 hereof. Until the Administrative Agent (acting at the direction of the Majority Investors) gives notice to the Transferor of the designation of a new Collection Agent, NMC under the circumstances set forth below, the Transferor is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its material rights, duties or obligations hereunder, hereunder without prior notice to the Administrative Agent and the Purchaser Agents or designate a substitute Collection Agent, without the prior written consent of each the Administrative Agent; Agent and the Purchaser Agents, and provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) in all events the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon the direction of the Majority Investors the Administrative Agent shall, after the occurrence of a Collection Agent Default or any other Termination Event Event, and at the direction of the Required Purchaser Agents, or if there are only two Purchaser Agents, both Purchaser Agents, designate as the Collection Agent any Person (including itself) approved by such Required Purchaser Agents, or both Purchaser Agents, as the case may be, to succeed NMC the Transferor or any successor Collection Agent, on the conditions condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdictionhereof. The Collection Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to of the Transferred Interest hereunder. ​Interest.

Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “"Collection Agent”") so designated from time to time in accordance with this Section 6.16.01. Until the Administrative Agent (acting at the direction of the Majority InvestorsFunding Agents) gives notice to the Transferor Parent of the designation of a new Collection AgentAgent pursuant to this Section 6.01, NMC the Parent is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each the Administrative Agent; provided that the Collection Agent may from time Parent shall be permitted to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding to the Sellers or any of the Parent's Affiliates, but such delegation shall not relieve the Parent of its duties and obligations as Collection Agent hereunder. The Administrative Agent may, and upon the direction of the Majority Investors Required Committed Purchasers the Administrative Agent shall, but only after the occurrence of a Collection Agent Default or any other Termination Event Event, designate as the Collection Agent any Person (including itself) to succeed NMC the Parent or any successor Collection Agent, on the conditions condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (includinghereof. Following a Collection Agent Default or a Termination Event, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The the Administrative Agent may notify any Obligor as to of the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. ​designation of a successor Collection Agent.

Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Collection Agent”) so designated from time to time in accordance with this Section 6.16.01. Until the Administrative Agent (acting at the direction of the Majority InvestorsRequired Committed Purchasers) gives notice to the Transferor Tyson of the designation of a new Collection AgentAgent pursuant to this Section 6.01, NMC Tyson is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Funding Agent; provided that the Collection Agent may from time Tyson shall be permitted to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding to the Sellers or any of Tyson’s Affiliates, but such delegation shall not relieve Tyson of its duties and obligations as Collection Agent hereunder. Any such delegation of the Collection Agent’s obligations hereunder to an Affiliate shall be on terms and conditions agreed upon between the Collection Agent and such Affiliate. The Administrative Agent may, and upon the direction of the Majority Investors Required Committed Purchasers the Administrative Agent shall, but only after the occurrence of a Collection Agent Default or any other Termination Event Event, designate as the Collection Agent any Person (including itself) to succeed NMC Tyson or any successor Collection Agent, on the conditions condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (includinghereof. Following a Collection Agent Default or a Termination Event, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The the Administrative Agent may notify any Obligor as to of the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. ​designation of a successor Collection Agent.

Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “"Collection Agent”") so designated from time to time in accordance with this Section 6.1. Until the Administrative Agent (acting at the direction of the Majority InvestorsRequired APA Banks) gives notice to the Transferor Nalco Company of the designation of a new Collection AgentAgent pursuant to the next sentence, NMC Nalco Company is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. If a Termination Event has occurred and is continuing, the Administrative Agent may (with the consent of the Required APA Banks), and upon the direction of the Required APA Banks the Administrative Agent shall, designate as Collection Agent any Person (including itself) to succeed Nalco Company or any successor Collection Agent, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof. If a Termination Event has occurred and is continuing, the Administrative Agent (acting at the direction of the Required APA Banks) may notify any Obligor of the designation of a successor Collection Agent. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each the Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Agent may, and upon acting at the direction of the Majority Investors the Agent shallRequired APA Banks); provided that Nalco Company shall be permitted to delegate its duties hereunder to any of its Affiliates or their agents, after the occurrence but such delegation shall not relieve Nalco Company of a Collection Agent Default or any other Termination Event designate as the Collection Agent any Person (including itself) to succeed NMC or any successor Collection Agent, on the conditions in each case that any such Person so designated shall agree to perform the its duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (including, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The Agent may notify any Obligor as to the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. ​.

Appointment of Collection Agent. The servicing, administering and collection of the Receivables shall be conducted by such Person (the “"Collection Agent”") so designated from time to time in accordance with this Section 6.16.01. Until the Administrative Agent (acting at the direction of the Majority InvestorsFunding Agents) gives notice to the Transferor C&A of the designation of a new Collection AgentAgent pursuant to this Section 6.01, NMC C&A is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each the Administrative Agent; provided that the Collection Agent may from time C&A shall be permitted to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding to the Sellers or any of C&A's Affiliates, but such delegation shall not relieve C&A of its duties and obligations as Collection Agent hereunder. The Administrative Agent may, and upon the direction of the Majority Investors Required Committed Purchasers the Administrative Agent shall, but only after the occurrence of a Collection Agent Default or any other Termination Event Event, designate as the Collection Agent any Person (including itself) to succeed NMC C&A or any successor Collection Agent, on the conditions condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (includinghereof. Following a Collection Agent Default or a Termination Event, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The the Administrative Agent may notify any Obligor as to of the ownership interest therein that shall have been transferred to the Transferor and, except as otherwise provided hereunder, as to the Transferred Interest hereunder. ​designation of a successor Collection Agent.

Appointment of Collection Agent. The servicing, administering and collection of the Transferred Receivables shall be conducted by such Person (the “"Collection Agent”") so designated from time to time in accordance with this Section 6.1. Until the Deal Agent (acting at the direction of the Majority Investors) gives written notice to the Transferor of the designation of a new Collection AgentAgent pursuant to the next sentence, NMC the Transferor is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Collection Agent may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Collection Agent, without the prior written consent of each Administrative Agent; provided that the Collection Agent may from time to time delegate to any Originating Entity such of its rights, duties and obligations hereunder as relate to the servicing, administering and collection of the Receivables originated by such Originating Entity; provided further that (i) any such delegation shall be terminated upon the replacement of the Collection Agent hereunder and (ii) the Collection Agent shall continue to remain solely liable for the performance of the duties as Collection Agent hereunder notwithstanding any such delegation hereunder. The Deal Agent may, and upon the direction of the Majority Investors Required Liquidity Banks, the Deal Agent shall, after the occurrence and during the continuation of a Collection Agent Default or any other Termination Event Event, designate in writing as the Collection Agent any Person (including itself) to succeed NMC the Transferor or any successor Collection Agent, on the conditions condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof and such designation of such Person is permitted by applicable law (includinghereof. Following a Collection Agent Default or a Termination Event, without limitation, applicable CHAMPUS/VA Regulations, Medicaid Regulations and Medicare Regulations) or any order of a court of competent jurisdiction. The the Deal Agent may notify any Obligor of the designation of a successor Collection Agent. The Collection Agent may not delegate any of its rights, duties or obligations hereunder other than to an Affiliate of the Collection Agent, or designate a substitute Collection Agent, without the prior written consent of the Deal Agent, which consent may be withheld for any or no reason. Notwithstanding any delegation or any of its rights, duties or obligations hereunder or any designation of a substitute Collection Agent hereunder, so long as the Transferor or any Affiliate of the Transferor is the Collection Agent, (a) the Transferor shall be and remain primarily liable to the ownership interest therein that Deal Agent and the Investors for the full and prompt performance of all duties and responsibilities of the Collection Agent hereunder and (b) the Deal Agent and the Investors shall have been transferred be entitled to deal exclusively with the Collection Agent in matters relating to the discharge by the Collection Agent of its duties and responsibilities hereunder. As long as the Transferor andor any Affiliate of the Transferor is the Collection Agent, except as otherwise provided hereunderneither the Deal Agent nor the Investors shall be required to give notice, as demand or other communication to any Person other than the Transferor in order for communication to the Transferred Interest hereunderCollection Agent and any delegate with respect thereto to be accomplished. ​The Transferor, at all times that it or any of is Affiliates are the Collection Agent, shall be responsible for providing any delegates of the Collection Agent with any notice given to the Collection Agent under this Agreement.