Common use of Certain Rights of the Agent Clause in Contracts

Certain Rights of the Agent. The Seller hereby transfers to the Agent, the exclusive ownership and control of the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments at the times set forth in this Agreement. At any time following the designation of a Successor Servicer (other than the Seller, HomePride or any Affiliate of the Seller or HomePride) pursuant to Section 13.03 hereof or after the occurrence and during the occurrence of a Servicer Termination Event or a Termination Event: (i) The Agent may direct that payment of all amounts payable under any Contract be made directly to the Agent or its designee in accordance with the terms hereof. (ii) The Seller shall, at the Agent's request and at the Seller's expense, notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Agent or its designee in accordance with the terms hereof. (iii) The Seller shall, at the request of the Agent, (A) assemble all of the Records, and shall make the same available to the Agent or its designee at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee in accordance with the terms hereof. (iv) Each of the Seller, HomePride and CIT Group/Sales hereby authorizes the Agent to take any and all steps in its name and on its behalf necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing, placing and/or signing its name on checks, documents and instruments representing Pool Receivables and/or Collections thereon and enforcing the Pool Receivables, the Related Security and the related Contracts.

Certain Rights of the Agent. The Seller hereby transfers (a) Pursuant to the AgentSection 2.11 hereof, the exclusive ownership and control of Seller granted a security interest in the Lock-Box Boxes and Deposit Accounts to which the Obligors of Pool Receivables shall make payments to the Agent and, pursuant to the Deposit Account Agreements, will provide the Agent with “control” (as such term is defined in Article 9 of the UCC) thereof. After a Trigger Event, the Agent may notify the Obligors of Pool Receivables, at any time and at the times set forth in Seller’s expense, of the ownership of Receivable Interests under this Agreement. . (b) At any time following the designation of a Successor Servicer (other than the Seller, HomePride or any Affiliate of the Seller or HomePride) an Originator pursuant to Section 13.03 hereof 6.01 or after the occurrence and during the occurrence of following a Servicer Termination Event or a Termination Trigger Event: (i) The At the request of the Majority Banks, the Agent may direct the Obligors of Pool Receivables that payment of all amounts payable under any Contract payments thereunder be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (ii) The Seller shall, at At the Agent's ’s request and at the Seller's ’s expense, the Seller shall notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (iii) The Seller shall, At the Agent’s request and at the request of Seller’s expense, the Agent, Seller and the Servicer shall (A) assemble all of the Recordsdocuments, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Pool Receivables and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables (including, without limitation, the Insurance Policy), and shall make the same available to the Agent or its designee at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agent and shalland, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed indorsed or with duly executed instruments of transfer, to the Agent or its designee in accordance with the terms hereofdesignee. (iv) Each of the Seller, HomePride and CIT Group/Sales hereby The Seller authorizes the Agent to take any and all steps in its the Seller’s name and on its behalf of the Seller that are necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all the Pool Receivables, including, without limitation, endorsing, placing and/or signing its endorsing the Seller’s name on checks, documents checks and other instruments representing Collections of Pool Receivables and/or Collections thereon and enforcing the Pool Receivables, Receivables and the Related Security and related Contracts and the related ContractsInsurance Policy.

Certain Rights of the Agent. (a) The Seller Agent is hereby transfers authorized at any time to the Agent, the exclusive ownership and control of the Lock-Box Accounts to which instruct the Obligors of Pool Receivables shall Receivables, or any of them, to make payments payment of all amounts payable under any Pool Receivable to any account designated by the Agent and the Seller or the Servicer shall, at the times set forth Agent's request, send notices to the Obligors of Pool Receivables, or any of them, instructing them to make payment in this Agreementthe manner requested by the Agent. At any time during the Liquidation Period or after a Lock-Box Event, the Agent may have each Blocked Account and Lock-Box transferred into the name of the Agent and/or assume exclusive control of the Blocked Accounts and Lock-Boxes, 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 Blocked Account Agreements). (b) At any time following the designation of a Successor Servicer (other than the Seller, HomePride or any Affiliate Columbia Gas of the Seller or HomePride) pursuant to Section 13.03 hereof or after the occurrence and during the occurrence of a Servicer Termination Event or a Termination EventOhio: (i) The Agent may direct that payment of all amounts payable under any Contract be made directly to the Agent or its designee in accordance with the terms hereof. (ii) The Seller shall, at At the Agent's request and at the Seller's expense, the Servicer shall (and if the Servicer shall fail to do so, the Agent may) notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (iiiii) The Seller shall, At the Agent's request and at the request of Seller's or the AgentServicer's expense, the Seller and the Servicer shall (A) assemble all of the Recordsdocuments, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Receivables and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Receivables, and shall make the same available to the Agent or its designee at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agent and shalland, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed indorsed or with duly executed instruments of transfer, to the Agent or its designee in accordance with the terms hereofdesignee. (ivc) Each of the Seller, HomePride Seller and CIT Group/Sales hereby the Servicer authorizes the Agent, and hereby irrevocably appoints the Agent as its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in place of the Seller or the Servicer, following the occurrence and during the continuation of a Servicer Default, to take any and all steps in its the Seller's or the Servicer's name and on its behalf of the Seller or the Servicer that are necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool the Receivables, including, without limitation, endorsingendorsing the Seller's, placing and/or signing its the Servicer's or the Originator's name on checks, documents checks and other instruments representing Pool Collections of Receivables and/or Collections thereon and enforcing the Pool Receivables, Receivables and the Related Security and the related Contracts. (d) If replaced as Servicer, Columbia Gas of Ohio agrees that it will (i) terminate, and (to the extent requested by the Agent) will cause each existing sub-servicer to terminate, its collection activities in a manner and to the extent requested by the Agent to facilitate the transition to a new Servicer and (ii) transfer to the Agent (or its designee), or (to the extent permitted by applicable law and contract) license to the Agent (or its designee) the use of, all software used in connection with the collection of the Receivables. (To the extent any such transfer or license would require the payment of any license fee or other amount the Servicer agrees to pay such fee or other amount out of its own funds promptly upon demand by the Agent.) The Servicer shall cooperate with and assist any successor Servicer in the performance of its responsibilities as Servicer (including, without limitation, providing access to, and transferring, to such successor Servicer all records related to the Receivables and allowing (to the extent permitted by applicable law and contract) the successor Servicer to use all licenses, hardware or software necessary or desirable to collect or obtain or store information regarding the Receivables). (e) Following the occurrence of an Event of Termination, the Servicer shall, upon the request of the Agent acting (and if the Servicer fails to do so the Agent may itself) deliver a notice to all applicable Obligors, in form and substance satisfactory to the Agent, stating that (i) the Receivables have been sold to the Seller and ownership interests in the Receivables have been sold to the Purchaser hereunder and (ii) effective immediately all payments on the Receivables must be made without any setoff. Such notice shall be delivered by the Servicer as soon as practicable and in any event within three (3) Business Days after such written request by the Agent. From and after the date the Agent requests the Servicer to deliver such notice, (i) the Servicer shall require all payments by Obligors to be made without any setoff, and shall make available to the Agent such information as may be required to determine whether such payments are being so made and (ii) Columbia Gas of Ohio and the Seller shall, and shall cause each other Transaction Party to, pay, or cause to be paid, when due all amounts (including, without limitation, in respect of credit card charges) owing by any Transaction Party to any Obligor without any set off of such amounts against Receivables due from such Obligor.

Certain Rights of the Agent. (a) The Agent is authorized at any time to date, and to deliver to the Lock-Box Banks, the Notices of Effectiveness attached to the Lock-Box Agreements. The Seller hereby transfers to the Agent, Agent the exclusive ownership and control of the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments payments. The Agent may notify the Obligors of Pool Receivables, at any time and at the times set forth in Seller's expense, of the ownership of Receivable Interests under this Agreement. . (b) At any time following the designation of a Successor Servicer (Collection Agent other than the Seller, HomePride or any Affiliate of the Seller or HomePride) Ferro Corporation pursuant to Section 13.03 hereof 6.01 or after the occurrence and during the occurrence of following an Event Termination, a Servicer Termination Special Event or a Termination Eventan Incipient Event of Termination: (i) The Agent may direct the Obligors of Pool Receivables that payment of all amounts payable under any Contract payments thereunder be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (ii) The Seller shall, at At the Agent's request and at the Seller's expense, the Seller shall notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (iii) The Seller shall, At the Agent's request and at the request of Seller's expense, the Agent, Seller and the Collection Agent shall (A) assemble all of the Recordsdocuments, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Pool Receivables and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables, and shall make the same available to the Agent or its designee at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agent and shalland, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed indorsed or with duly executed instruments of transfer, to the Agent or its designee in accordance with the terms hereofdesignee. (iv) Each of the Seller, HomePride and CIT Group/Sales hereby The Seller authorizes the Agent to take any and all steps in its the Seller's name and on its behalf of the Seller that are necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all the Pool Receivables, including, without limitation, endorsing, placing and/or signing its endorsing the Seller's name on checks, documents checks and other instruments representing Collections of Pool Receivables and/or Collections thereon and enforcing the Pool Receivables, Receivables and the Related Security and the related Contracts.

Certain Rights of the Agent. (a) The Agent shall not deliver to the Lock-Box Banks the Notices of Effectiveness attached to the Lock-Box Agreements unless and until a Cash Control Triggering Event shall have occurred. The Seller hereby transfers to the Agent, Agent the exclusive ownership and control of the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments at and the times set forth in this Agreement. Cash Collateral Account. (b) At any time following the designation of a Successor Servicer (other than the Seller, HomePride or any Affiliate of the Seller or HomePride) pursuant to Section 13.03 hereof or after the occurrence and during the occurrence of a Servicer Termination Event or a Termination Cash Control Triggering Event: (i) The Agent may notify the Obligors of Pool Receivables, at the Seller's expense, of the ownership of Receivable Interests under this Agreement and direct that payment of all amounts payable under any Contract payments be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (ii) The Seller shall, at At the Agent's request and at the Seller's expense, the Seller shall notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (iii) The Seller shall, At the Agent's request and at the request of Seller's expense, the Agent, Seller and the Collection Agent shall (A) assemble all of the Recordsdocuments, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Pool Receivables and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables, and shall make the same available to the Agent or its designee at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agent and shalland, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed indorsed or with duly executed instruments of transfer, to the Agent or its designee in accordance with the terms hereofdesignee. (iv) Each of the Seller, HomePride and CIT Group/Sales hereby The Seller authorizes the Agent to take any and all steps in its the Seller's name and on its behalf of the Seller that are necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all the Pool Receivables, including, without limitation, endorsing, placing and/or signing its endorsing the Seller's name on checks, documents checks and other instruments representing Collections of Pool Receivables and/or Collections thereon and enforcing the Pool Receivables, Receivables and the Related Security and the related Contracts.

Certain Rights of the Agent. (a) The Seller hereby transfers to the Agent, the exclusive ownership and control of the Lock-Box Accounts to which Agent may notify the Obligors of Pool Receivables shall make payments Receivables, at any time and at the times set forth in Seller's expense, of the ownership of Receivable Interests under this Agreement. On or after the Obligor Notification Date, the Agent may deliver the Notice to Insurers to be delivered to the Agent pursuant to Section 5.01(t) hereof. (b) At any time following the designation of a Successor Servicer (Collection Agent other than the Seller, HomePride Parent or any Affiliate of the Seller or HomePride) Originator pursuant to Section 13.03 hereof 6.01 or after the occurrence and during the occurrence following an Event of a Servicer Termination or an Incipient Event or a Termination Eventof Termination: (i) The Agent may direct direct, to the extent permitted under applicable law, the Obligors of Pool Receivables that payment of all amounts payable under any Contract payments thereunder be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (ii) The Seller shall, at At the Agent's request and at the Seller's expense, the Seller shall notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct direct, to the extent permitted under applicable law, that payments be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (iii) The Seller shall, At the Agent's request and at the request of Seller's expense, the Agent, Seller and the Collection Agent shall (A) assemble all of the Recordsdocuments, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Pool Receivables and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables and, to the extent permitted under applicable law, shall make the same available to the Agent or its designee at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agent and shalland, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed indorsed or with duly executed instruments of transfer, to the Agent or its designee in accordance with the terms hereofdesignee. (iv) Each of the Seller, HomePride and CIT Group/Sales hereby The Seller authorizes the Agent to take any and all steps in its the Seller's name and on its behalf of the Seller that are necessary or desirable, in the determination of the AgentAgent and otherwise permitted under applicable law, to collect all amounts due under any and all the Pool Receivables, including, without limitation, endorsing, placing and/or signing its endorsing the Seller's name on checks, documents checks and other instruments representing Collections of Pool Receivables and/or Collections thereon and enforcing the Pool Receivables, Receivables and the Related Security and the related Contracts.

Certain Rights of the Agent. (a) The Agent is authorized at any time to date, and to deliver to the Lock-Box Banks, the Notices of Effectiveness attached to the Lock-Box Agreements. The Seller hereby transfers confirms the transfer to the Agent, Agent pursuant to the Original RPA of the exclusive ownership and control of the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments payments. The Agent may notify the Obligors of Pool Receivables, at any time and at the times set forth in Seller’s expense, of the ownership of Receivable Interests under this Agreement. . (b) At any time following the designation of a Successor Servicer Collection Agent other than Ferro Corporation pursuant to Section 6.01 or following an Event Termination, a Non-Investment Grade Event (other than the Seller, HomePride or any Affiliate of the Seller or HomePride) pursuant to Section 13.03 hereof or after the occurrence and during the occurrence of a Servicer Termination 2005 Downgrade Event or a Termination Eventthe 2006 Downgrade Events), or an Incipient Event of Termination: (i) The Agent may direct the Obligors of Pool Receivables that payment of all amounts payable under any Contract payments thereunder be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (ii) The Seller shall, at At the Agent's ’s request and at the Seller's ’s expense, the Seller shall notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (iii) The Seller shall, At the Agent’s request and at the request of Seller’s expense, the Agent, Seller and the Collection Agent shall (A) assemble all of the Recordsdocuments, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Pool Receivables and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables, and shall make the same available to the Agent or its designee at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agent and shalland, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed indorsed or with duly executed instruments of transfer, to the Agent or its designee in accordance with the terms hereofdesignee. (iv) Each of the Seller, HomePride and CIT Group/Sales hereby The Seller authorizes the Agent to take any and all steps in its the Seller’s name and on its behalf of the Seller that are necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all the Pool Receivables, including, without limitation, endorsing, placing and/or signing its endorsing the Seller’s name on checks, documents checks and other instruments representing Collections of Pool Receivables and/or Collections thereon and enforcing the Pool Receivables, Receivables and the Related Security and the related Contracts.

Certain Rights of the Agent. (a) The Agent is authorized at any time to date, and to deliver to the Lock-Box Banks, the Notices of Effectiveness attached to the Lock-Box Agreements. The Seller hereby transfers confirms the transfer to the Agent, Agent pursuant to the Original RPA of the exclusive ownership and control of the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments payments. The Agent may notify the Obligors of Pool Receivables, at any time and at the times set forth in Seller’s expense, of the ownership of Receivable Interests under this Agreement. . (1) At any time following the designation of a Successor Servicer Collection Agent other than Ferro Corporation pursuant to Section 6.01 or following an Event Termination, a Non-Investment Grade Event (other than the Seller, HomePride or any Affiliate of the Seller or HomePride) pursuant to Section 13.03 hereof or after the occurrence and during the occurrence of a Servicer Termination 2005 Downgrade Event or a Termination Eventthe 2006 Downgrade Events), or an Incipient Event of Termination: (i1) The Agent may direct the Obligors of Pool Receivables that payment of all amounts payable under any Contract payments thereunder be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (ii2) The Seller shall, at At the Agent's ’s request and at the Seller's ’s expense, the Seller shall notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (iii3) The Seller shall, At the Agent’s request and at the request of Seller’s expense, the Agent, Seller and the Collection Agent shall (A) assemble all of the Recordsdocuments, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Pool Receivables and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables, and shall make the same available to the Agent or its designee at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agent and shalland, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed indorsed or with duly executed instruments of transfer, to the Agent or its designee in accordance with the terms hereofdesignee. (iv4) Each of the Seller, HomePride and CIT Group/Sales hereby The Seller authorizes the Agent to take any and all steps in its the Seller’s name and on its behalf of the Seller that are necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all the Pool Receivables, including, without limitation, endorsing, placing and/or signing its endorsing the Seller’s name on checks, documents checks and other instruments representing Collections of Pool Receivables and/or Collections thereon and enforcing the Pool Receivables, Receivables and the Related Security and the related Contracts.

Certain Rights of the Agent. (a) The Seller hereby transfers to the Agent, the exclusive ownership and Agent control of the Lock-Box Boxes and Deposit Accounts to which the Obligors of Pool Receivables shall make payments at . The tax identification number associated with the times set forth in this Agreement. Deposit Accounts shall be that of the Seller. (b) At any time following the designation of a Successor Servicer (other than the Seller, HomePride or any Affiliate of the Seller or HomePride) pursuant to Section 13.03 hereof or after the occurrence and during the occurrence continuance of a Transfer Event the Agent is authorized to deliver instructions to the Deposit Banks regarding disposition of funds in the Deposit Accounts, and in addition, the Agent may notify the Obligors of Pool Receivables, at the Seller’s expense, of the ownership of Receivable Interests under this Agreement. (c) At any time following (x) the designation of a Servicer other than the Parent pursuant to Section 6.01 or (y) an Incipient Event of Termination of the type described in Section 7.01(g) or (z) any Event or a Termination Eventof Termination: (i) The Agent may direct the Obligors of Pool Receivables that payment of all amounts payable under any Contract payments thereunder be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (ii) The Seller shall, at At the Agent's ’s request and at the Seller's ’s expense, the Seller shall notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (iii) The Seller shall, At the Agent’s request and at the request of Seller’s expense, the Agent, Seller and the Servicer shall (A) assemble all of the Recordsdocuments, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Pool Receivables and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables, and shall make the same available to the Agent or its designee at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agent and shalland, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed indorsed or with duly executed instruments of transfer, to the Agent or its designee in accordance with the terms hereofdesignee. (iv) Each of the Seller, HomePride and CIT Group/Sales hereby The Seller authorizes the Agent to take any and all steps in its the Seller’s name and on its behalf of the Seller that are necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all the Pool Receivables, including, without limitation, endorsing, placing and/or signing its endorsing the Seller’s name on checks, documents checks and other instruments representing Collections of Pool Receivables and/or Collections thereon and enforcing the Pool Receivables, Receivables and the Related Security and the related Contracts.

Certain Rights of the Agent. (a) The Agent is authorized at any time to date, and to deliver to the Lock-Box Banks, the Notices of Effectiveness attached to the Lock-Box Agreements. The Seller hereby transfers to the Agent, Agent the exclusive ownership and control of the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments at the times set forth in this Agreement. payments. (b) At any time following (x) the designation of a Successor Servicer (Collection Agent other than the Seller, HomePride or any Affiliate of the Seller or HomePride) EIS pursuant to Section 13.03 hereof 6.01 or after the occurrence and during the occurrence (y) an Event of a Servicer Termination or an Incipient Bankruptcy Event or a of Termination Eventwhich is continuing: (i) The Agent may notify the Obligors of Pool Receivables, at the Seller’s expense, of the ownership of Receivable Interests under this Agreement. (ii) The Agent may direct the Obligors of Pool Receivables that payment of all amounts payable under any Contract payments thereunder be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (iiiii) The Seller shall, at At the Agent's ’s request and at the Seller's ’s expense, the Seller shall notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (iiiiv) The Seller shall, At the Agent’s request and at the request of Seller’s expense, the Agent, Seller and the Collection Agent shall (A) assemble all of the Recordsdocuments, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Pool Receivables and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables, and shall make the same available to the Agent or its designee at a place selected by the Agent or its designee; provided, however, that such documents, instruments and other records (i) shall not include Contracts or any part or abstract thereof or any confidential information of the Seller, the Originator or any of their Affiliates, but (ii) shall include sufficient information to enable the Agent or a replacement Collection Agent to administer, collect and enforce the Pool Receivables, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agent and shalland, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed indorsed or with duly executed instruments of transfer, to the Agent or its designee in accordance with the terms hereofdesignee. (ivv) Each of the Seller, HomePride and CIT Group/Sales hereby The Seller authorizes the Agent to take any and all steps in its the Seller’s name and on its behalf of the Seller that are necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all the Pool Receivables, including, without limitation, endorsing, placing and/or signing its endorsing the Seller’s name on checks, documents checks and other instruments representing Collections of Pool Receivables and/or Collections thereon and enforcing the Pool Receivables, Receivables and the Related Security and the related ContractsSecurity.

Certain Rights of the Agent. (a) The Seller Agent is hereby transfers authorized at any time to the Agent, the exclusive ownership and control of the Lock-Box Accounts to which instruct the Obligors of Pool Receivables shall Receivables, or any of them, to make payments payment of all amounts payable under any Pool Receivable to any account designated by the Agent and the Seller or the Servicer shall, at the times set forth Agent's request, send notices to the Obligors of Pool Receivables, or any of them, instructing them to make payment in this Agreementthe manner requested by the Agent. At any time during the Liquidation Period or after the commencement of a Level 4 Ratings Period, the Agent may have each Blocked Account transferred into the name of the Agent and/or assume exclusive control of the Blocked 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 Blocked Account Agreements). (b) At any time following the designation of a Successor Servicer (other than the Seller, HomePride or any Affiliate of the Seller or HomePride) pursuant to Section 13.03 hereof or after the occurrence and during the occurrence of a Servicer Termination Event or a Termination EventNIPSCO: (i) The Agent may direct that payment of all amounts payable under any Contract be made directly to the Agent or its designee in accordance with the terms hereof. (ii) The Seller shall, at At the Agent's request and at the Seller's expense, the Servicer shall (and if the Servicer shall fail to do so, the Agent may) notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (iiiii) The Seller shall, At the Agent's request and at the request of Seller's or the AgentServicer's expense, the Seller and the Servicer shall (A) assemble all of the Recordsdocuments, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Receivables and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Receivables, and shall make the same available to the Agent or its designee at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agent and shalland, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed indorsed or with duly executed instruments of transfer, to the Agent or its designee in accordance with the terms hereofdesignee. (ivc) Each of the Seller, HomePride Seller and CIT Group/Sales hereby the Servicer authorizes the Agent, and hereby irrevocably appoints the Agent as its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in place of the Seller or the Servicer, following the occurrence and during the continuation of a Servicer Default, to take any and all steps in its the Seller's or the Servicer's name and on its behalf of the Seller or the Servicer that are necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool the Receivables, including, without limitation, endorsingendorsing the Seller's, placing and/or signing its the Servicer's or the Originator's name on checks, documents checks and other instruments representing Pool Collections of Receivables and/or Collections thereon and enforcing the Pool Receivables, Receivables and the Related Security and the related Contracts. (d) If replaced as Servicer, NIPSCO agrees that it will (i) terminate, and (to the extent requested by the Agent) will cause each existing sub-servicer to terminate, its collection activities in a manner and to the extent requested by the Agent to facilitate the transition to a new Servicer and (ii) transfer to the Agent (or its designee), or (to the extent permitted by applicable law and contract) license to the Agent (or its designee) the use of, all software used in connection with the collection of the Receivables. (To the extent any such transfer or license would require the payment of any license fee or other amount the Servicer agrees to pay such fee or other amount out of its own funds promptly upon demand by the Agent.) The Servicer shall cooperate with and assist any successor Servicer in the performance of its responsibilities as Servicer (including, without limitation, providing access to, and transferring, to such successor Servicer all records related to the Receivables and allowing (to the extent permitted by applicable law and contract) the successor Servicer to use all licenses, hardware or software necessary or desirable to collect or obtain or store information regarding the Receivables). (e) Following the occurrence of an Event of Termination, the Servicer shall, upon the request of the Agent acting (and if the Servicer fails to do so the Agent may itself) deliver a notice to all applicable Obligors, in form and substance satisfactory to the Agent, stating that (i) the Receivables have been sold to the Seller and ownership interests in the Receivables have been sold to the Purchasers hereunder and (ii) effective immediately all payments on the Receivables must be made without any setoff. Such notice shall be delivered by the Servicer as soon as practicable and in any event within three Business Days after such written request by the Agent. From and after the date the Agent requests the Servicer to deliver such notice, (i) the Servicer shall require all payments by Obligors to be made without any setoff, and shall make available to the Agent such information as may be required to determine whether such payments are being so made and (ii) NIPSCO and the Seller shall, and shall cause each other Transaction Party to, pay, or cause to be paid, when due all amounts (including, without limitation, in respect of credit card charges) owing by any Transaction Party to any Obligor without any set off of such amounts against Receivables due from such Obligor.

Certain Rights of the Agent. (a) The Agent is authorized at any time after the occurrence and during the continuation of an Event of Termination or Incipient Event of Termination to deliver to the Lock-Box Banks the Notice of Effectiveness provided for in the Lock Box Agreements. The Seller hereby transfers to the Agent, effective when the Agent delivers such Notice of Effectiveness, the exclusive ownership and control of the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments at payments. The Seller shall take any actions reasonably requested by the times set forth Agent to effect such transfer. After the occurrence of an Event of Termination, all amounts in the Lock-Box Accounts which represent Collections of Receivables may, in accordance with this Agreement. , be deposited into the Agent’s Account. (b) At any time following the designation of a Successor Servicer (other than the Seller, HomePride or any Affiliate of the Seller or HomePride) pursuant to Section 13.03 hereof or after the occurrence and during the occurrence continuation of a Servicer an Event of Termination or Incipient Event or a Termination Eventof Termination: (i) The Agent may direct the Obligors of Pool Receivables that payment of all amounts payable under any Contract payments thereunder be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (ii) The Seller shallAt the Seller’s expense the Agent may, at the Agent's request and at the Seller's expenserequest of the Agent the Seller shall, notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (iii) The Seller shall, At the Agent’s request and at the request of Seller’s expense, the Agent, Seller and the Collection Agent shall (Ax) assemble all of the Recordsdocuments, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Pool Receivables and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables, and shall make the same available to the Agent or its designee at a place selected by the Agent or its designee, and (By) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agent and shalland, (z) promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee in accordance with the terms hereofdesignee. (iv) Each of the Seller, HomePride and CIT Group/Sales hereby authorizes the Agent to take any and all steps in its name and on its behalf necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing, placing and/or signing its name on checks, documents and instruments representing Pool Receivables and/or Collections thereon and enforcing the Pool Receivables, the Related Security and the related Contracts.

Certain Rights of the Agent. (a) At any time following any Event of Termination or a Designated Event the Agent is authorized to date and deliver to the Deposit Banks, the Lock-Box Notices. The Seller and FMC hereby transfers to the Agent, effective when the Agent delivers such Lock-Box Notices, the exclusive ownership and control of the Lock-Box Deposit Accounts to which the Obligors of Pool Receivables shall make payments payments. The Seller shall take any actions reasonably requested by the Agent to effect such transfer. The Agent also may notify the Obligors of Pool Receivables, at any time and at the times set forth in Seller's expense, of the ownership of Receivable Interests under this Agreement. . (b) At any time following any Event of Termination or a Designated Event or the designation of a Successor Servicer (other than the Seller, HomePride or any Affiliate of the Seller or HomePride) FMC pursuant to Section 13.03 hereof or after the occurrence and during the occurrence of a Servicer Termination Event or a Termination Event6.01: (i) The Agent may direct the Obligors of Pool Receivables that payment of all amounts payable under any Contract payments thereunder be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (ii) The Seller shall, at At the Agent's request and at the Seller's expense, the Seller shall notify or cause the Servicer to notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (iii) The Seller shall, At the Agent's request and at the request of Seller's expense, the Agent, Seller and the Servicer shall (A) assemble all of the Recordsdocuments, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Pool Receivables and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables, and shall make the same available to the Agent or its designee at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agent and shalland, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee in accordance with the terms hereofdesignee. (iv) Each of The Seller and the Seller, HomePride and CIT Group/Sales hereby authorizes Servicer authorize the Agent to take any and all steps in its the Seller's or the Servicer's name and on its behalf of the Seller that are necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all the Pool Receivables, including, without limitation, endorsing, placing and/or signing its endorsing the Seller's or the Servicer's name on checks, documents checks and other instruments representing Collections of Pool Receivables and/or Collections thereon and enforcing the Pool Receivables, Receivables and the Related Security and the related Contracts.

Certain Rights of the Agent. The Seller hereby transfers (a) At any time following the occurrence of a Control Event, the Agent will be authorized to date, and to deliver to the AgentDeposit Banks, the exclusive ownership and control Notices of Effectiveness attached to the Deposit Account Agreements. Pursuant to Section 2.11 hereof, the Seller granted a security interest in the Lock-Box Boxes and Deposit Accounts to which the Obligors of Pool Receivables shall make payments to the Agent and, pursuant to the Deposit Account Agreements, will provide the Agent with "control" (as such term is defined in Article 9 of the UCC) thereof. After a Control Event, the Agent may notify the Obligors of Pool Receivables, at any time and at the times set forth in Seller's expense, of the ownership of Receivable Interests under this Agreement. . (b) At any time following the designation of a Successor Servicer (other than the Seller, HomePride or any Affiliate of the Seller or HomePride) an Originator pursuant to Section 13.03 hereof 6.01 or after the occurrence and during the occurrence of following a Servicer Termination Event or a Termination Control Event: (i) The Agent may direct the Obligors of Pool Receivables that payment of all amounts payable under any Contract payments thereunder be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (ii) The Seller shall, at At the Agent's request and at the Seller's expense, the Seller shall notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (iii) The Seller shall, At the Agent's request and at the request of Seller's expense, the Agent, Seller and the Servicer shall (A) assemble all of the Recordsdocuments, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Pool Receivables and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables (including, without limitation, the Insurance Policy), and shall make the same available to the Agent or its designee at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agent and shalland, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed indorsed or with duly executed instruments of transfer, to the Agent or its designee in accordance with the terms hereofdesignee. (iv) Each of the Seller, HomePride and CIT Group/Sales hereby The Seller authorizes the Agent to take any and all steps in its the Seller's name and on its behalf of the Seller that are necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all the Pool Receivables, including, without limitation, endorsing, placing and/or signing its endorsing the Seller's name on checks, documents checks and other instruments representing Collections of Pool Receivables and/or Collections thereon and enforcing the Pool Receivables, Receivables and the Related Security and related Contracts and the related ContractsInsurance Policy.

Certain Rights of the Agent. (a) The Seller hereby transfers to the Agent, the exclusive ownership and Agent control of the Lock-Box Boxes and Deposit Accounts to which the Obligors of Pool Receivables shall make payments at payments. The tax identification number associated with the times set forth in this Agreement. Deposit Accounts shall be that of the Seller. (b) At any time following the designation of a Successor Servicer (other than the Seller, HomePride or any Affiliate of the Seller or HomePride) pursuant to Section 13.03 hereof or after the occurrence and during the occurrence continuance of a Transfer Event the Agent is authorized to deliver instructions to the Deposit Banks regarding disposition of funds in the Deposit Accounts, and in addition, the Agent may notify the Obligors of Receivables, at the Seller's expense, of the ownership of Receivable Interests under this Agreement. (c) At any time following (x) the designation of a Servicer other than the Parent pursuant to Section 6.01 or (y) an Incipient Event of Termination of the type described in Section 7.01(g) or (z) any Event or a Termination Eventof Termination: (i) The Agent may direct the Obligors of Receivables that payment of all amounts payable under any Contract payments thereunder be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (ii) The Seller shall, at At the Agent's request and at the Seller's expense, the Seller shall notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (iii) The Seller shall, At the Agent's request and at the request of Seller's expense, the Agent, Seller and the Servicer shall (A) assemble all of the Recordsdocuments, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Receivables and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Receivables, and shall make the same available to the Agent or its designee at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agent and shalland, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed indorsed or with duly executed instruments of transfer, to the Agent or its designee in accordance with the terms hereofdesignee. (iv) Each of the Seller, HomePride and CIT Group/Sales hereby The Seller authorizes the Agent to take any and all steps in its the Seller's name and on its behalf of the Seller that are necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool the Receivables, including, without limitation, endorsing, placing and/or signing its endorsing the Seller's name on checks, documents checks and other instruments representing Pool Collections of Receivables and/or Collections thereon and enforcing the Pool Receivables, Receivables and the Related Security and the related Contracts.

Certain Rights of the Agent. The Seller hereby transfers (a) At any time following the occurrence of a Control Event, the Agent will be authorized to date, and to deliver to the AgentDeposit Banks, the exclusive ownership and control Notices of Effectiveness attached to the Deposit Account Agreements. Pursuant to Section 2.11 hereof, the Seller granted a security interest in the Lock-Box Boxes and Deposit Accounts to which the Obligors of Pool Receivables shall make payments to the Agent and, pursuant to the Deposit Account Agreements, will provide the Agent with “control” (as such term is defined in Article 9 of the UCC) thereof. After a Control Event, the Agent may notify the Obligors of Pool Receivables, at any time and at the times set forth in Seller’s expense, of the ownership of Receivable Interests under this Agreement. . (b) At any time following the designation of a Successor Servicer (other than the Seller, HomePride or any Affiliate of the Seller or HomePride) an Originator pursuant to Section 13.03 hereof 6.01 or after the occurrence and during the occurrence of following a Servicer Termination Event or a Termination Control Event: (i) The Agent may direct the Obligors of Pool Receivables that payment of all amounts payable under any Contract payments thereunder be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (ii) The Seller shall, at At the Agent's ’s request and at the Seller's ’s expense, the Seller shall notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (iii) The Seller shall, At the Agent’s request and at the request of Seller’s expense, the Agent, Seller and the Servicer shall (A) assemble all of the Recordsdocuments, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Pool Receivables and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables (including, without limitation, the Insurance Policy), and shall make the same available to the Agent or its designee at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agent and shalland, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed indorsed or with duly executed instruments of transfer, to the Agent or its designee in accordance with the terms hereofdesignee. (iv) Each of the Seller, HomePride and CIT Group/Sales hereby The Seller authorizes the Agent to take any and all steps in its the Seller’s name and on its behalf of the Seller that are necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all the Pool Receivables, including, without limitation, endorsing, placing and/or signing its endorsing the Seller’s name on checks, documents checks and other instruments representing Collections of Pool Receivables and/or Collections thereon and enforcing the Pool Receivables, Receivables and the Related Security and related Contracts and the related ContractsInsurance Policy.

Certain Rights of the Agent. (a) The Agent is authorized at any time during the existence of an Event of Termination or Incipient Event of Termination, to date, and to deliver to the Lock-Box Banks, a notice in the form attached to the Lock-Box Agreements. The Seller hereby transfers to the Agent, effective when the Agent delivers such notices, the exclusive ownership and control of the Lock-Box Accounts Accounts. The Seller shall take any actions reasonably requested by the Agent to which effect such transfer. The Agent may notify the Obligors of Pool Receivables shall make payments Receivables, at any time and at the times set forth in Seller's expense, of the ownership of Receivable Interests under this Agreement. . (b) At any time following the designation of a Successor Servicer (other than the Seller, HomePride or any Affiliate of the Seller or HomePride) pursuant to Section 13.03 hereof or after the occurrence and during the occurrence existence of a Servicer an Event of Termination or Incipient Event or a Termination Eventof Termination: (i) The Agent may direct the Obligors of Pool Receivables that payment of all amounts payable under any Contract payments thereunder be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (ii) The Seller shall, at At the Agent's request and at the Seller's expense, the Seller shall notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (iii) The Seller shall, At the Agent's request and at the request of Seller's expense, the Agent, Seller and the Collection Agent shall (A) assemble all of the Recordsdocuments, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Pool Receivables and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables, and shall make the same available to the Agent or its designee at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agent and shalland, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed indorsed or with duly executed instruments of transfer, to the Agent or its designee in accordance with the terms hereofdesignee. (iv) Each of the Seller, HomePride and CIT Group/Sales hereby The Seller authorizes the Agent to take any and all steps in its the Seller's name and on its behalf of the Seller that are necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all the Pool Receivables, including, without limitation, endorsing, placing and/or signing its endorsing the Seller's name on checks, documents checks and other instruments representing Collections of Pool Receivables and/or Collections thereon and enforcing the Pool Receivables, Receivables and the Related Security and the related Contracts.

Certain Rights of the Agent. (a) The Seller hereby transfers to the Agent, the exclusive ownership and control of the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments payments. Upon the occurrence of an Event of Termination, the Agent may notify the Obligors of Pool Receivables, at any time and at the times set forth in Seller's expense, of the ownership of Receivable Interests under this Agreement. . (1) At any time following the designation of a Successor Servicer (other than the Seller, HomePride or any Affiliate of the Seller or HomePride) pursuant to Section 13.03 hereof or after the occurrence and during the occurrence of a Servicer Termination an Event or a Termination Eventof Termination: (i1) The Agent may direct the Obligors of Pool Receivables that payment of all amounts payable under any Contract payments thereunder be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (ii2) The Seller shall, at At the Agent's request and at the Seller's expense, the Seller shall notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (iii3) The Seller shall, At the Agent's request and at the request of Seller's expense, the Agent, Seller and the Collection Agent shall (A) assemble all of the Recordsdocuments, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Pool Receivables and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables, and shall make the same available to the Agent or its designee at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agent and shalland, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed indorsed or with duly executed instruments of transfer, to the Agent or its designee in accordance with the terms hereofdesignee. (iv4) Each of the Seller, HomePride and CIT Group/Sales hereby The Seller authorizes the Agent to take any and all steps in its the Seller's name and on its behalf of the Seller that are necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all the Pool Receivables, including, without limitation, endorsing, placing and/or signing its endorsing the Seller's name on checks, documents checks and other instruments representing Collections of Pool Receivables and/or Collections thereon and enforcing the Pool Receivables, Receivables and the Related Security and the related Contracts.

Certain Rights of the Agent. (a) The Agent is authorized at any time during the existence of an Event of Termination or an Incipient Event of Termination, to date, and to deliver to the Lock-Box Banks, the notices of effectiveness attached to the Lock-Box Agreements. The Seller hereby transfers to the Agent, Agent the exclusive control and, upon the occurrence of an Event of Termination or an Incipient Event of Termination, ownership and control of the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments payments. The Agent may notify the Obligors of Pool Receivables, at any time and at the times set forth in Seller's expense, of the ownership of Receivable Interests under this Agreement. ; provided that any such notice shall be subject to the Seller's prior written approval, which shall not be unreasonably withheld. (b) At any time following the designation of a Successor Servicer (other than the Seller, HomePride or any Affiliate of the Seller or HomePride) pursuant to Section 13.03 hereof or after the occurrence and during the occurrence existence of a Servicer an Event of Termination or Incipient Event or a Termination Eventof Termination: (i) The Agent may direct the Obligors of Pool Receivables that payment of all amounts payable under any Contract payments thereunder be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (ii) The Seller shall, at At the Agent's request and at the Seller's expense, the Seller shall notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Agent or its designee in accordance with the terms hereofdesignee. (iii) The Seller shall, At the Agent's request and at the request of Seller's expense, the Agent, Seller and the Collection Agent shall (A) assemble all of the Recordsdocuments, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Pool Receivables and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables, and shall make the same available to the Agent or its designee at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agent and shalland, promptly upon 52 58 receipt, remit all such cash, checks and instruments, duly endorsed indorsed or with duly executed instruments of transfer, to the Agent or its designee in accordance with the terms hereofdesignee. (iv) Each of the Seller, HomePride and CIT Group/Sales hereby The Seller authorizes the Agent to take any and all steps in its the Seller's name and on its behalf of the Seller that are necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all the Pool Receivables, including, without limitation, endorsing, placing and/or signing its endorsing the Seller's name on checks, documents checks and other instruments representing Collections of Pool Receivables and/or Collections thereon and enforcing the Pool Receivables, Receivables and the Related Security and the related Contracts.