Common use of Certain Rights of the Administrative Agent Clause in Contracts

Certain Rights of the Administrative Agent. (a) At any time following the occurrence of a Termination Event or an Involuntary Bankruptcy Event, and at any other time that the Parent Guarantor does not have a published Debt Rating of at least B by S&P and at least B2 by Xxxxx'x, the Administrative Agent may (and if so directed by the Required Committed Lenders, shall) have each Collection Account and each Concentration Account maintained within the United States transferred into the name of the Administrative Agent for the benefit of the Secured Parties and/or (if a Termination Event or Involuntary Bankruptcy Event has occurred) assume exclusive control of the Collection Accounts and the Concentration Accounts, and may take such actions to effect such transfer or assumption as it may determine to be necessary or appropriate (including, without limitation, delivering the notices attached to the Control Agreements). (b) At any time following the occurrence of a Termination Event or an Involuntary Bankruptcy Event: (i) At the Administrative Agent's request (acting either on its own initiative or at the request of the Required Committed Lenders) and at the Borrower's expense, the Collection Agent shall (and if the Collection Agent shall fail to do so within three Business Days, the Administrative Agent may) notify each Obligor of Receivables of the Administrative Agent's security interest therein under this Agreement and direct that payments be made directly to the Administrative Agent or its designee; provided that no such notice may be delivered if the only Termination Event(s) that shall have occurred are those set forth in 7.01(h), (k), (l) or (m). (ii) At the Administrative Agent's request (acting either on its own initiative or at the request of the Required Committed Lenders) and at the Borrower's expense, the Borrower and the Collection Agent shall (A) assemble all of the documents, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Collateral, or that are otherwise necessary or desirable to collect the Collateral, and shall make the same available to the Administrative Agent at a place selected by the Administrative Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Collateral in a manner acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly indorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee. (c) The Borrower authorizes the Administrative Agent, and hereby irrevocably appoints the Administrative Agent as its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in place of the Borrower, following the occurrence and during the continuation of a Termination Event or Involuntary Bankruptcy Event, to take any and all steps in the Borrower's name and on behalf of the Borrower that are necessary or desirable, in the determination of the Administrative Agent, to collect amounts due under the Collateral, including, without limitation, (i) endorsing the Borrower's, the Collection Agent's, the European Purchaser's, the Transferor's or any Originator's name on checks and other instruments representing Collections of Collateral, (ii) enforcing the Receivables and the Related Security and the Collateral Agreements including to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with therewith and to file any claims or take any action or institute any proceedings that the Administrative Agent (or such designee) may deem to be necessary or desirable for the collection thereof or to enforce compliance with the terms and conditions of, or to perform any obligations or enforce any rights of the Borrower in respect of, the Receivables and the Related Security and the Collateral Agreements; provided that no enforcement action of the type described in this clause (ii) may be taken by the Administrative Agent if no Involuntary Bankruptcy Event then exists and the only Termination Event(s) that shall have occurred are those set forth in 7.01(h), (k), (l) or (m).

Certain Rights of the Administrative Agent. (a) At The Administrative Agent shall have the right to take any time following action with respect to the occurrence Collateral, on behalf of a Termination Event or an Involuntary Bankruptcy Event, and at any other time that all of the Parent Guarantor does not have a published Debt Rating of at least B by S&P and at least B2 by Xxxxx'xSecured Parties. To the extent practical, the Administrative Agent may (and if so directed by the Required Committed Lenders, shall) have each Collection Account and each Concentration Account maintained within the United States transferred into the name of the Administrative Agent for the benefit of shall request instructions from the Secured Parties and/or with respect to any material act or action (if including any failure to act) in connection with the Agreement, and shall be entitled to act or refrain from acting in accordance with the instructions of Secured Parties holding a Termination Event or Involuntary Bankruptcy Event has occurred) assume exclusive control majority in stated value of Series B Preferred Stock (based on then-outstanding stated value of the Collection Accounts and the Concentration Accounts, and may take such actions to effect such transfer or assumption as it may determine to be necessary or appropriate (including, without limitation, delivering the notices attached to the Control Agreements). (b) At any time following the occurrence of a Termination Event or an Involuntary Bankruptcy Event: (i) At the Administrative Agent's request (acting either on its own initiative or Series B Preferred Stock at the time of any such determination); if such instructions are not provided despite the Agent’s request of the Required Committed Lenders) and at the Borrower's expense, the Collection Agent shall (and if the Collection Agent shall fail to do so within three Business Daystherefor, the Administrative Agent may) notify each Obligor of Receivables of the Administrative Agent's security interest therein under this Agreement and direct that payments shall be made directly entitled to the Administrative Agent refrain from such act or its designee; provided that no taking such notice may be delivered if the only Termination Event(s) that shall have occurred are those set forth in 7.01(h), (k), (l) or (m). (ii) At the Administrative Agent's request (acting either on its own initiative or at the request of the Required Committed Lenders) and at the Borrower's expense, the Borrower and the Collection Agent shall (A) assemble all of the documents, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Collateral, or that are otherwise necessary or desirable to collect the Collateralaction, and if such action is taken, shall make the same available be entitled to the Administrative Agent at a place selected be indemnified and held harmless by the Administrative Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections Secured Parties in respect of Collateral in a manner acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly indorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee. (c) The Borrower authorizes the Administrative Agent, and hereby irrevocably appoints the Administrative Agent as its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in place of the Borrower, following the occurrence and during the continuation of a Termination Event or Involuntary Bankruptcy Event, to take any and all steps in the Borrower's name and on behalf of the Borrower that are necessary or desirable, in the determination of the Administrative Agent, to collect amounts due under the Collateral, including, without limitation, (i) endorsing the Borrower's, the Collection Agent's, the European Purchaser's, the Transferor's or any Originator's name on checks and other instruments representing Collections of Collateral, (ii) enforcing the Receivables and the Related Security and the Collateral Agreements including to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with therewith and to file any claims or take any action or institute any proceedings that the Administrative Agent (or such designee) may deem to be necessary or desirable for the collection thereof taken or to enforce compliance with the terms and conditions of, or to perform any obligations or enforce any rights of the Borrower in respect of, the Receivables and the Related Security and the Collateral Agreements; provided that no enforcement action of the type described in this clause (ii) may be taken by the Administrative Agent if no Involuntary Bankruptcy Event then exists Agent; and the only Termination Event(sAdministrative Agent shall not incur any liability to any person or entity by reason of so refraining. Without limiting the foregoing: (a) that no Secured Party shall have occurred are those set forth any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder in 7.01(h)accordance with the terms of the Agreement or the Transaction Documents, and the Debtors shall have no right to question or challenge the authority of, or the instructions given to, the Administrative Agent pursuant to the foregoing, (k), b) the Administrative Agent shall not be required to take any action which the Administrative Agent believes (li) could reasonably be expected to expose it to any personal liability or (m)ii) is contrary to the Agreement, the Transaction Documents, or applicable law, and (c) notwithstanding any other provision hereof or the Agreement, the Administrative Agent shall have no liability to the Debtors, the Guarantors or any Secured Party for any action taken by the Administrative Agent, or for any inaction, on the basis of the advice of its legal counsel.

Certain Rights of the Administrative Agent. (a) At any time following the occurrence and during the continuation of (i) a Termination Event or Event, (ii) an Involuntary Bankruptcy Event, and at any other time that the Parent Guarantor does not have a published Debt (iii) Rating of at least B by S&P and at least B2 by Xxxxx'xLevel 3 Period or (iv) Rating Level 4 Period, the Administrative Agent may (and if so directed by the Required Committed Lenders, shall) have each Collection Deposit Account and each Concentration Account maintained within the United States transferred into the name of the Administrative Agent for the benefit of the Secured Parties and/or (if a Termination Event or Involuntary Bankruptcy Event has occurred) assume exclusive control of the Collection Accounts and the Concentration Deposit Accounts, and may take such actions to effect such transfer or assumption as it may determine to be necessary or appropriate (including, without limitation, delivering the notices attached to the Control Agreements). (b) At any time following the occurrence and during the continuation of a Termination Event or an Involuntary Bankruptcy Eventa Rating Level 4 Period: (i) At the Administrative Agent's request (acting either on its own initiative or at the request direction of the Required Committed LendersMajority Managing Agents) and at the BorrowerSeller's expense, the Collection Agent Servicer shall (and if the Collection Agent Servicer shall fail to do so within three Business Days, the Administrative Agent may) notify each Obligor of Receivables of the Administrative Agent's security interest therein ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Administrative Agent or its designee; provided that no such notice may be delivered if the only Termination Event(s) that shall have occurred are those set forth in 7.01(h), (k), (l) or (m). (ii) At the Administrative Agent's request (acting either on its own initiative or at the request direction of the Required Committed LendersMajority Managing Agents) and at the BorrowerSeller's or the Servicer's expense, the Borrower Seller and the Collection Agent Servicer shall (A) assemble all of the documents, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the CollateralReceivables and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the CollateralReceivables, and shall make the same available to the Administrative Agent at a place selected by the Administrative Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Collateral Receivables in a manner acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly indorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee. (c) The Borrower Each of the Seller and the Servicer authorizes the Administrative Agent, and hereby irrevocably appoints the Administrative Agent as its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in place of the BorrowerSeller or the Servicer, following the occurrence and during the continuation of a Termination Event or Involuntary Bankruptcy Eventany Rating Level 4 Period, to take any and all steps in the BorrowerSeller's or the Servicer's name and on behalf of the Borrower Seller or the Servicer that are necessary or desirable, in the determination of the Administrative Agent, to collect amounts due under the CollateralReceivables, including, without limitation, (i) endorsing the BorrowerSeller's, the Collection Agent's, the European Purchaser's, the TransferorServicer's or any the Originator's name on checks and other instruments representing Collections of Collateral, (ii) Receivables and enforcing the Receivables and the Related Security and the Collateral Agreements including to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with therewith and to file any claims or take any action or institute any proceedings that the Administrative Agent (or such designee) may deem to be necessary or desirable for the collection thereof or to enforce compliance with the terms and conditions of, or to perform any obligations or enforce any rights of the Borrower in respect of, the Receivables and the Related Security and the Collateral Agreements; provided that no enforcement action of the type described in this clause (ii) may be taken by the Administrative Agent if no Involuntary Bankruptcy Event then exists and the only Termination Event(s) that shall have occurred are those set forth in 7.01(h), (k), (l) or (m)related Contracts.

Certain Rights of the Administrative Agent. (a) At The Administrative Agent is authorized at any time following after the occurrence of a an Event of Termination Event or an Involuntary Bankruptcy Event, and at any other time that has not been waived in accordance with Section 2.02 to deliver to the Parent Guarantor does not have a published Debt Rating Controlled Account Bank the Notice of at least B by S&P and at least B2 by Xxxxx'x, Effectiveness provided for in the Controlled Account Agreement. The Seller hereby transfers to the Administrative Agent may (and if so directed the exclusive control of the Controlled Account to which the Obligors of Pool Receivables shall make payments, subject only to the Administrative Agent’s delivery of such Notice of Effectiveness. The Seller shall take any actions reasonably requested by the Required Committed LendersAdministrative Agent to effect such transfer of control of the Controlled Account to the Administrative Agent. All amounts in the Controlled Account that represent Collections of Receivables may, shall) have each Collection Account and each Concentration Account maintained within the United States transferred into the name of in accordance with this Agreement, be deposited with the Administrative Agent for transfer into the benefit of the Secured Parties and/or (if a Termination Event or Involuntary Bankruptcy Event has occurred) assume exclusive control of the Collection Accounts and the Concentration Accountsrespective Purchaser Agent’s Account, and may take such actions to effect such transfer or assumption as it may determine to be necessary or appropriate (including, without limitation, delivering the notices attached to the Control Agreements)pro rata in accordance with outstanding Capital. (b) At any time following the occurrence an Event of a Termination Event or an Involuntary Bankruptcy EventIncipient Event of Termination that has not been waived in accordance with Section 2.02: (i) The Administrative Agent may direct the Obligors of Pool Receivables that all payments thereunder be made directly to the Administrative Agent or its designee. (ii) At the Seller’s expense the Administrative Agent's request (acting either on its own initiative or Agent may, and at the request of the Required Committed Lenders) and at the Borrower's expense, the Collection Agent shall (and if the Collection Agent shall fail to do so within three Business Days, the Administrative Agent may) the Seller shall, notify each Obligor of Pool Receivables of the Administrative Agent's security interest therein ownership of Receivable Interests under this Agreement and the other Transaction Documents and direct that payments be made directly to the Administrative Agent or its designee; provided that no such notice may be delivered if the only Termination Event(s) that shall have occurred are those set forth in 7.01(h), (k), (l) or (m). (iiiii) At the Administrative Agent's ’s request (acting either on its own initiative or at the request of the Required Committed Lenders) and at the Borrower's Seller’s expense, the Borrower Seller and the Collection Agent shall (Ax) assemble all of the documents, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the CollateralPool Receivables and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the CollateralPool Receivables, and shall make the same available to the Administrative Agent and each Purchaser Agent at a place selected by the Administrative Agent or its designee, and (By) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Collateral Pool Receivables in a manner acceptable to the Administrative Agent andand each Purchaser Agent, and (z) promptly upon receipt, remit all such cash, checks and instruments, duly indorsed endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee. (c) The Borrower Seller and the Collection Agent each irrevocably authorizes the Administrative Agent at any time and from time to time in the sole discretion of the Administrative Agent, and hereby irrevocably appoints the Administrative Agent as its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in place of the Borrower, following the occurrence and during the continuation of a Termination Event or Involuntary Bankruptcy Eventfact, to take any and all steps in the Borrower's name and act on behalf of the Borrower that are Seller and the Collection Agent (i) to execute on behalf of the Seller as debtor (if required) and to file financing statements necessary or desirable, desirable in the determination Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the interest of the Administrative Agent, on behalf of the Purchaser Agents, Investors and the Banks, in the Receivables and (ii) to collect amounts due under file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Collateral, including, Receivables as a financing statement in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the interests of the Investors in the Receivables; provided that nothing in this Section 4.03(c) shall authorize the Administrative Agent to take any action to effect any release of the security interests of third parties in the Identifiable Combined Assets or the Equipment Sale Receivables without limitation, (i) endorsing the Borrower's, prior written consent of the Seller and the Collection Agent's, the European Purchaser's, the Transferor's or any Originator's name on checks . This appointment is coupled with an interest and other instruments representing Collections of Collateral, (ii) enforcing the Receivables and the Related Security and the Collateral Agreements including to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with therewith and to file any claims or take any action or institute any proceedings that the Administrative Agent (or such designee) may deem to be necessary or desirable for the collection thereof or to enforce compliance with the terms and conditions of, or to perform any obligations or enforce any rights of the Borrower in respect of, the Receivables and the Related Security and the Collateral Agreements; provided that no enforcement action of the type described in this clause (ii) may be taken by the Administrative Agent if no Involuntary Bankruptcy Event then exists and the only Termination Event(s) that shall have occurred are those set forth in 7.01(h), (k), (l) or (m)is irrevocable.

Certain Rights of the Administrative Agent. (a) At any time following the occurrence and during the continuation of (i) a Termination Event or Event, (ii) an Involuntary Bankruptcy Event, and at any other time that the Parent Guarantor does not have a published Debt (iii) Rating of at least B by S&P and at least B2 by Xxxxx'xLevel 3 Period or (iv) Rating Level 4 Period, the Administrative Agent may (and if so directed by the Required Committed Lenders, shall) have each Collection Deposit Account and each Concentration Account maintained within the United States transferred into the name of the Administrative Agent for the benefit of the Secured Parties and/or (if a Termination Event or Involuntary Bankruptcy Event has occurred) assume exclusive control of the Collection Accounts and the Concentration Deposit Accounts, and may take such actions to effect such transfer or assumption as it may determine to be necessary or appropriate (including, without limitation, delivering the notices attached to the Control Agreements). (b) At any time following the occurrence and during the continuation of a Termination Event or an Involuntary Bankruptcy Eventa Rating Level 4 Period: (i) At the Administrative Agent's ’s request (acting either on its own initiative or at the request direction of the Required Committed LendersMajority Managing Agents) and at the Borrower's Seller’s expense, the Collection Agent Servicer shall (and if the Collection Agent Servicer shall fail to do so within three Business Days, the Administrative Agent may) notify each Obligor of Receivables of the Administrative Agent's security interest therein ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Administrative Agent or its designee; provided that no such notice may be delivered if the only Termination Event(s) that shall have occurred are those set forth in 7.01(h), (k), (l) or (m). (ii) At the Administrative Agent's ’s request (acting either on its own initiative or at the request direction of the Required Committed LendersMajority Managing Agents) and at the Borrower's Seller’s or the Servicer’s expense, the Borrower Seller and the Collection Agent Servicer shall (A) assemble all of the documents, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the CollateralReceivables and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the CollateralReceivables, and shall make the same available to the Administrative Agent at a place selected by the Administrative Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Collateral Receivables in a manner acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly indorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee. (c) The Borrower Each of the Seller and the Servicer authorizes the Administrative Agent, and hereby irrevocably appoints the Administrative Agent as its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in place of the BorrowerSeller or the Servicer, following the occurrence and during the continuation of a Termination Event or Involuntary Bankruptcy Eventany Rating Level 4 Period, to take any and all steps in the Borrower's Seller’s or the Servicer’s name and on behalf of the Borrower Seller or the Servicer that are necessary or desirable, in the determination of the Administrative Agent, to collect amounts due under the CollateralReceivables, including, without limitation, (i) endorsing the Borrower'sSeller’s, the Collection Agent's, Servicer’s or the European Purchaser's, the Transferor's or any Originator's ’s name on checks and other instruments representing Collections of Collateral, (ii) Receivables and enforcing the Receivables and the Related Security and the Collateral Agreements including to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with therewith and to file any claims or take any action or institute any proceedings that the Administrative Agent (or such designee) may deem to be necessary or desirable for the collection thereof or to enforce compliance with the terms and conditions of, or to perform any obligations or enforce any rights of the Borrower in respect of, the Receivables and the Related Security and the Collateral Agreements; provided that no enforcement action of the type described in this clause (ii) may be taken by the Administrative Agent if no Involuntary Bankruptcy Event then exists and the only Termination Event(s) that shall have occurred are those set forth in 7.01(h), (k), (l) or (m)related Contracts.

Certain Rights of the Administrative Agent. (a) At any time following the occurrence of a Termination Event or an Involuntary Bankruptcy Event, and at any other time that the Parent Guarantor does not have a published Debt Rating of at least B by S&P and at least B2 by Xxxxx'x, the The Administrative Agent may (and if so directed by the Required Majority Committed LendersPurchasers, shall) ), at any time following the occurrence and during the continuation of a Facility Event or Portfolio Event, have each Collection Seller Operating Account and each Concentration Account maintained within the United States transferred into the name of the Administrative Agent for the benefit of the Secured Parties and/or (if a Termination Event or Involuntary Bankruptcy Event has occurred) assume exclusive control of the Seller Operating Accounts and Collection Accounts and the Concentration Accountsand, and may in each case, take such actions to effect such transfer or assumption as it may determine to be necessary or appropriate (including, without limitation, including delivering the notices attached to the Control Agreementsapplicable Security Documents). (b) At any time following the occurrence and during the continuation of a Facility Termination Event or an Involuntary Bankruptcy Event: (i) At the Administrative Agent's ’s request (acting either on its own initiative or at the request of the Required Majority Committed LendersPurchasers) and at the Borrower's Seller’s expense, the Collection Agent Seller shall, or shall cause each Servicer Party to (and if the Collection Agent any Servicer Party shall fail to do so within three two (2) Local Business Days, the Administrative Agent may) (i) notify each Obligor of Portfolio Receivables of the Administrative Agent's security interest therein under this Agreement transfer, sale, trust, assignation and assignment of the Portfolio Receivables and the Related Security with respect thereto pursuant to the Transaction Documents and of the applicable Purchaser’s ownership of the Portfolio Receivables and the Related Security with respect thereto, (ii) direct such Obligors that payments under any Portfolio Receivable or any Related Security with respect thereto be made directly to the Administrative Agent or its designee; provided that no designee and (iii) execute any power of attorney or other similar instrument and/or take any other action necessary or desirable to give effect to such notice may be delivered if and directions, including any action required (x) to convey or perfect the only Termination Event(s) that shall have occurred are those set forth relevant Purchaser’s title in 7.01(h)the Portfolio Receivables and Related Security, (k), (l) or (m)y) to be taken so that the obligations or other indebtedness of such Obligors in respect of any Portfolio Receivables and any Related Security with respect thereto may no longer be legally satisfied by payment to the applicable Originator or any of its Affiliates. (ii) At the Administrative Agent's ’s request (acting either on its own initiative or at the request of the Required Majority Committed LendersPurchasers) and at the Borrower's Seller’s expense, the Borrower and the Collection Agent Seller shall, or shall cause each Servicer Party to, (A) assemble all of the Contracts, documents, instruments and other records (including, without limitation, including computer tapes and disks) that evidence or relate to the Collateralapplicable Portfolio Receivables, or that are otherwise necessary or desirable to collect the Collateralapplicable Portfolio Receivables, and shall make the same available to the Administrative Agent at a place selected by the Administrative Agent or its designee, designee and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Collateral Portfolio Receivables in a manner acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly indorsed endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee. (c) The Borrower Seller authorizes the Administrative Agent, and hereby irrevocably appoints the Administrative Agent as its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in place of the Borrower, following the occurrence and during the continuation of a Facility Termination Event or Involuntary Bankruptcy Event, to take any and all steps in the Borrower's Seller’s name and on behalf of the Borrower Seller that are necessary or desirable, in the determination of the Administrative Agent, to collect amounts due under the CollateralPortfolio Receivables, including, without limitation, including (i) endorsing the Borrower's, the Collection Agent's, the European Purchaser's, the Transferor's Seller’s or any Originator's other Transaction Party’s name on checks and other instruments representing Collections of CollateralCollections, and (ii) enforcing the Receivables and the Related Security and the Collateral Security Agreements and other Transaction Documents, including to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with therewith and to file any claims or take any action or institute any proceedings that the Administrative Agent (or such designee) may deem to be necessary or desirable for the collection thereof or to enforce compliance with the terms and conditions of, or to perform any obligations or enforce any rights of the Borrower Seller or any other Transaction Party in respect of, the Receivables and the Related Security and the Collateral Agreements; provided that no enforcement action of the type described in this clause (ii) may be taken by the Administrative Agent if no Involuntary Bankruptcy Event then exists and the only Termination Event(s) that shall have occurred are those set forth in 7.01(h), (k), (l) or (m)other Transaction Documents.

Certain Rights of the Administrative Agent. (a) At any time following the occurrence of a Termination Event or an Involuntary Bankruptcy Event, and at any other time that the Parent Guarantor does not have a published Debt Rating of at least B by S&P and at least B2 by Xxxxx'x, the The Administrative Agent may (and if so directed by the Required Committed Lenders, shall) ), at any time following the occurrence and during the continuation of an Exercise Event, have each Collection Borrower Operating Account and each Concentration Account maintained within the United States transferred into the name of the Administrative Agent for the benefit of the Secured Parties and/or (if a Termination Event or Involuntary Bankruptcy Event has occurred) assume exclusive control of the Collection Borrower Operating Accounts and the Concentration Accountsand, and may in each case, take such actions to effect such transfer or assumption as it may determine to be necessary or appropriate (including, without limitation, including delivering the notices attached to the Control Agreementsapplicable Security Documents). (b) At any time following the occurrence and during the continuation of a Termination Event or an Involuntary Bankruptcy Exercise Event: (i) At the Administrative Agent's ’s request (acting either on its own initiative or at the request of the Required Committed Lenders) and at the Borrower's ’s expense, the Collection Agent Borrower shall, or shall cause each Servicer Party to (and if the Collection Agent any Servicer Party shall fail to do so within three two (2) Business Days, the Administrative Agent may) (i) notify each Obligor of Pool Receivables of the transfer, sale, trust, assignation and assignment of the Pool Receivables and the Related Security with respect thereto pursuant to the Transaction Documents and of the applicable Purchaser’s ownership of, and the Administrative Agent's ’s security interest therein under this Agreement in, the Pool Receivables and the Related Security with respect thereto, (ii) direct such Obligors that payments under any Pool Receivable or any Related Security with respect thereto be made directly to the Administrative Agent or its designee; provided that no designee and (iii) execute any power of attorney or other similar instrument and/or take any other action reasonably necessary or desirable to give effect to such notice may be delivered if and directions, including any action required (x) to convey or perfect the only Termination Event(s) that shall have occurred are those set forth relevant Purchaser’s title or the Administrative Agent’s security interest in 7.01(h)the Pool Receivables and Related Security, (k), (l) or (m)y) to be taken so that the obligations or other indebtedness of such Obligors in respect of any Pool Receivables and any Related Security with respect thereto may no longer be legally satisfied by payment to the applicable Originator or any of its Affiliates. (ii) At the Administrative Agent's ’s request (acting either on its own initiative or at the request of the Required Committed Lenders) and at the Borrower's ’s expense, the Borrower and the Collection Agent shall, or shall cause each Servicer Party to (A) assemble all of the Contracts, documents, instruments and other records (including, without limitation, including computer tapes and disks) that evidence or relate to the Collateral, or that are otherwise reasonably necessary or desirable to collect the Collateral, and shall make the same available to the Administrative Agent at a place selected by the Administrative Agent or its designee, designee and (B) segregate all cash, checks cheques and other instruments received by it from time to time constituting Collections of Collateral in a manner acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks cheques and instruments, duly indorsed endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee. (c) The Borrower authorizes authorises the Administrative Agent, and hereby irrevocably appoints the Administrative Agent as its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in place of the Borrower, following the occurrence and during the continuation of a Termination Event or Involuntary Bankruptcy an Exercise Event, to take any and all steps in the Borrower's ’s name and on behalf of the Borrower that are necessary or desirable, in the determination of the Administrative Agent, to collect amounts due under the Collateral, including, without limitation, including (i) endorsing the Borrower's, the Collection Agent's, the European Purchaser's, the Transferor's ’s or any Originator's other Transaction Party’s name on checks cheques and other instruments representing Collections of CollateralCollections, (ii) enforcing the Receivables and the Related Security and the Collateral Security Agreements and other Transaction Documents, including to ask, demand, collect, xxx sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with therewith and (iii) to file any claims or take any action or institute any proceedings that the Administrative Agent (or such designee) may deem to be necessary or desirable for the collection thereof or to enforce compliance with the terms and conditions of, or to perform any obligations or enforce any rights of the Borrower or any other Transaction Party in respect of, the Receivables and the Related Security and the Collateral Agreements; provided that no enforcement action of the type described in this clause (ii) may be taken by the Administrative Agent if no Involuntary Bankruptcy Event then exists and the only Termination Event(s) that shall have occurred are those set forth in 7.01(h), (k), (l) or (m)other Transaction Documents.

Certain Rights of the Administrative Agent. (a) At any time following the occurrence of a Termination Event or an Involuntary Bankruptcy Event, and at any other time that the Parent Guarantor does not have a published Debt Rating of at least B by S&P and at least B2 by Xxxxx'x, the The Administrative Agent may (and if so directed by the Required Committed LendersFunding Agents, shall) ), at any time have each Collection Borrower Account and each Concentration the Cash Reserve Account maintained within the United States transferred into the name of the Administrative Agent for the benefit of the Secured Parties and/or Parties. The Administrative Agent may (and, if a Termination Event or Involuntary Bankruptcy Event has occurredso directed by the Required Funding Agents, shall) assume exclusive control of the Collection Accounts and the Concentration Borrower Accounts, and . The Administrative Agent may take such actions to effect such transfer or assumption as it may determine to be necessary or appropriate (including, without limitation, including delivering the notices attached to the Control Agreementsapplicable Security Documents). The Administrative Agent and the Funding Agents agree that the Administrative Agent will not effect such transfer or assumption with respect to any Facility Account other than the Cash Reserve Account unless a Facility Event has occurred. The Administrative Agent shall have exclusive control with respect to the Cash Reserve Account at all times. (b) At any time following Following the occurrence and during the continuation of a Termination Event or an Involuntary Bankruptcy Trigger Event: (i) At , at the Administrative Agent's ’s request (acting either on its own initiative or at the request of the Required Committed LendersFunding Agents) and at the Borrower's ’s expense, the Collection Agent Borrower shall, or shall cause each Servicer Party to (and if the Collection Agent any Servicer Party shall fail to do so within three two Business Days, the Administrative Agent may) notify each Obligor take any or all of Receivables the following actions: (i) The Borrower or such Servicer Party shall execute any power of attorney or other similar instrument and/or take any other action necessary to give effect to the notice and directions described in this Clause, including any action required (x) to convey or perfect the Borrower’s title or the Administrative Agent's ’s security interest therein under this Agreement in the Pool Receivables and direct Related Security, or (y) to be taken so that payments the obligations or other indebtedness of such Obligors in respect of any Pool Receivables and any Related Security with respect thereto may no longer be made directly legally satisfied by payment to the Administrative Agent applicable Originator or any of its designee; provided that no such notice may be delivered if the only Termination Event(s) that shall have occurred are those set forth in 7.01(h), (k), (l) or (m)Affiliates. (ii) At the Administrative Agent's request (acting either on its own initiative The Borrower or at the request of the Required Committed Lenders) and at the Borrower's expense, the Borrower and the Collection Agent such Servicer Party shall (A) assemble all of the Contracts, documents, instruments and other records (including, without limitation, including computer tapes and disks) that evidence or relate to the Collateral, or that are otherwise necessary or desirable to collect the Collateral, and shall make the same available to the Administrative Agent at a place selected by the Administrative Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Collateral in a manner acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly indorsed endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee. (ciii) The Borrower authorizes or such Servicer Party shall (and without limiting any rights of the Administrative Agent granted elsewhere under the Transaction (A) notify each Obligor of Pool Receivables of the transfer, sale, trust, assignation and assignment of the Pool Receivables and the Related Security with respect thereto pursuant to the Transaction Documents and of the Borrower’s ownership of, and the Administrative Agent’s security interest in, the Pool Receivables and the Related Security with respect thereto, and hereby irrevocably appoints (B) direct such Obligors that payments under any Pool Receivable or any Related Security with respect thereto be made directly to the Administrative Agent as or its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in place of the Borrower, following designee. (c) Following the occurrence and during the continuation of a Termination Event or Involuntary Bankruptcy Trigger Event, the Borrower authorizes the Administrative Agent to take any and all steps in the Borrower's ’s name and on behalf of the Borrower that are necessary or desirable, in the determination of the Administrative Agent, to collect amounts due under the Collateral, including, without limitation, including (i) endorsing the Borrower's, the Collection Agent's, the European Purchaser's, the Transferor's ’s or any Originator's other Transaction Party’s name on checks and other instruments representing Collections of CollateralCollections, and (ii) enforcing the Receivables and the Related Security and the Collateral Security Agreements and other Transaction Documents, including to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with therewith and to file any claims or take any action or institute any proceedings that the Administrative Agent (or such designee) may deem to be necessary or desirable for the collection thereof or to enforce compliance with the terms and conditions of, or to perform any obligations or enforce any rights of the Borrower or any other Transaction Party in respect of, the Receivables and the Related Security and the Collateral Agreements; provided that no enforcement action of the type described in this clause (ii) may be taken by the Administrative Agent if no Involuntary Bankruptcy Event then exists and the only Termination Event(s) that shall have occurred are those set forth in 7.01(h), (k), (l) or (m)other Transaction Documents.

Certain Rights of the Administrative Agent. (a) At any time following the occurrence of a Termination Event or an Involuntary Bankruptcy Event, and at any other time that the Parent Guarantor does not have a published Debt Rating of at least B by S&P and at least B2 by Xxxxx'x, the Administrative Agent may (and if so directed by the Required Committed Lenders, shall) have each Collection Account and each the Concentration Account maintained within the United States transferred into the name of the Administrative Agent for the benefit of the Secured Parties and/or (if a Termination Event or Involuntary Bankruptcy Event has occurred) assume exclusive control of the Collection Accounts and the Concentration AccountsAccount, and may take such actions to effect such transfer or assumption as it may determine to be necessary or appropriate (including, without limitation, delivering the notices attached to the Control Agreements). (b) At any time following the occurrence of a Termination Event or an Involuntary Bankruptcy Event: (i) At the Administrative Agent's request (acting either on its own initiative or at the request of the Required Committed Lenders) and at the Borrower's expense, the Collection Agent shall (and if the Collection Agent shall fail to do so within three Business Days, the Administrative Agent may) notify each Obligor of Receivables of the Administrative Agent's security interest therein under this Agreement and direct that payments be made directly to the Administrative Agent or its designee; provided that no such notice may be delivered if the only Termination Event(s) that shall have occurred are those set forth in 7.01(h), (k), (l) or (m). (ii) At the Administrative Agent's request (acting either on its own initiative or at the request of the Required Committed Lenders) and at the Borrower's expense, the Borrower and the Collection Agent shall (A) assemble all of the documents, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Collateral, or that are otherwise necessary or desirable to collect the Collateral, and shall make the same available to the Administrative Agent at a place selected by the Administrative Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Collateral in a manner acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly indorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee. (c) The Borrower authorizes the Administrative Agent, and hereby irrevocably appoints the Administrative Agent as its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in place of the Borrower, following the occurrence and during the continuation of a Termination Event or Involuntary Bankruptcy Event, to take any and all steps in the Borrower's name and on behalf of the Borrower that are necessary or desirable, in the determination of the Administrative Agent, to collect amounts due under the Collateral, including, without limitation, (i) endorsing the Borrower's, the Collection Agent's, the European Purchaser's, the Transferor's or any Originator's name on checks and other instruments representing Collections of Collateral, (ii) enforcing the Receivables and the Related Security and the Collateral Agreements including to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with therewith and to file any claims or take any action or institute any proceedings that the Administrative Agent (or such designee) may deem to be necessary or desirable for the collection thereof or to enforce compliance with the terms and conditions of, or to perform any obligations or enforce any rights of the Borrower in respect of, the Receivables and the Related Security and the Collateral Agreements; provided that no enforcement action of the type described in this clause (ii) may be taken by the Administrative Agent if no Involuntary Bankruptcy Event then exists and the only Termination Event(s) that shall have occurred are those set forth in 7.01(h), (k), (l) or (m).