Certain Rights of the Purchaser. (a) The Purchaser is authorized at any time when the long term public senior unsecured non-credit-enhanced debt securities of the Undertaking Party are rated below BB by S&P or below Ba2 by Moody’s or no such debt rating by S&P or Xxxxx’x is available or an Event of Termination or Incipient Event of Termination has occurred and is continuing to (i) at the Seller’s expense, require the Seller to notify each Obligor of Transferred Receivables of the ownership of Transferred Receivables under this Agreement and direct that payments be made directly to the Purchaser or its assigns or designees, and (ii) if the Seller has not so notified and directed each Obligor within three Business Days of the Purchaser’s request, notify each Obligor of Transferred Receivables of the ownership of Transferred Receivables under this Agreement and direct the Obligors of Transferred Receivables that all payments thereunder be made directly to the Purchaser or its assigns or designees; provided, however, that prior to the RIPA Final Payment Date, the Purchaser shall not take any action pursuant to this sentence without the prior written consent of the Program Agent. The Seller hereby transfers to the Purchaser (and its assigns and designees) the exclusive ownership and control of the Lock-Box Accounts maintained by the Seller for the purpose of receiving Collections. (b) Upon the occurrence and during the continuance of a Collection Agent Default: (i) At the Purchaser’s request and at the Seller’s expense, the Seller 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 Transferred Receivables, and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Transferred Receivables, and shall make the same available to the Purchaser at a place selected by the Purchaser or its assignees, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Transferred Receivables in a manner acceptable to the Purchaser and, promptly upon receipt, remit all such cash, checks and instruments, duly indorsed or with duly executed instruments of transfer, to the Purchaser or its assignees. The Purchaser shall also have the right to make copies of all such documents, instruments and other records at any time. (ii) The Seller authorizes the Purchaser to take any and all...

Certain Rights of the Purchaser. (a) The Purchaser may, at any time, give notice of ownership and/or direct the Obligors of Transferred Receivables and any Person obligated on any Related Security, or any of them, that payment of all amounts payable under any Transferred Receivable shall be made directly to the Purchaser or its designee. The Seller hereby transfers to the Purchaser (and its assigns) the exclusive ownership and control of the Lockbox. (b) The Seller shall, at any time upon the Purchaser's request and at the Seller's expense, give notice of its ownership of the Transferred Receivables to each Obligor thereof and direct that payments of all amounts payable under such Transferred Receivables be made directly to the Purchaser or its designee. (c) At the Purchaser's request and at the Seller's expense, the Seller and the Collection Agent shall (i) assemble all documents, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Transferred Receivables and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Transferred Receivables, and shall make the same available to the Purchaser at a place selected by the Purchaser or its designee and (ii) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Transferred Receivables in a manner acceptable to the Purchaser and, promptly upon receipt, remit all such cash, checks and instruments, duly indorsed or with duly executed instruments of transfer, to the Lockbox. The Purchaser shall also have the right to make copies of all such documents, instruments and other records at any time. (d) The Seller authorizes the Purchaser to take any and all steps in the Seller's name and on behalf of the Seller that are reasonably necessary or desirable, in the determination of the Purchaser, to collect amounts due under the Transferred Receivables, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections of Transferred Receivables and enforcing the Transferred Receivables and the Related Security and related Contracts.

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Certain Rights of the Purchaser. (a) The Purchaser may, at any time after the occurrence of an Event of Termination or Incipient Event of Termination, give notice of ownership and/or direct the Obligors of Transferred Receivables and any Person obligated on any Related Security, or any of them, that payment of all amounts payable under any Transferred Receivable shall be made directly to the Purchaser or its designee or directly to the Designated Account. (b) The Seller shall, at any time upon the Purchaser's request and at the Seller's expense after the occurrence of an Event of Termination or Incipient Event of Termination, give notice of such ownership to each Obligor of Transferred Receivables and direct that payments of all amounts payable under such Transferred Receivables be made directly to the Purchaser or its designee or directly to the Designated Account. (c) At the Purchaser's request after the occurrence of an Event of Termination or Incipient Event of Termination, and at the Seller's expense, the Seller 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 Transferred Receivables, and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Transferred Receivables, and make the same available to the Purchaser at a place selected by the Purchaser or its designee and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Transferred Receivables in a manner acceptable to the Purchaser and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Purchaser or its designee. The Purchaser shall also have the right to make copies of all such documents, instruments and other records at any time, subject to the last sentence of Section 5.01(g). (d) The Seller authorizes the Purchaser, after the occurrence of an Event of Termination or Incipient Event of Termination, to take any and all steps in the Seller's name and on behalf of the Seller that are necessary or desirable, in the determination of the Purchaser, to collect amounts due under the Transferred Receivables, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections of Transferred Receivables and enforcing the Transferred Receivables and the Related Security ...

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Certain Rights of the Purchaser. (a) The Purchaser may, at any time after an Event of Termination (other than under Section 7.01(f) or (h)) give notice of ownership and/or direct the Obligors of Sold Receivables and any Person obligated on any Related Security, or any of them, that payment of all amounts payable under any Sold Receivable shall be made directly to the Purchaser or its designee. (b) Except as otherwise provided in Section 5.01(j)(i)(B), (i) at Purchaser's request and at the Seller's expense, the Seller shall assemble all of the documents, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Sold Receivables, and the Related Security, or that are otherwise necessary or desirable to collect the Sold Receivables, and shall make the same available to the Purchaser at the Seller's place of business and (ii) the Purchaser shall also have the right to receive from the Seller copies of all such documents, instruments and other records at any time.

Certain Rights of the Purchaser. (a) The Purchaser may, at any time during the existence of an Event of Termination, give notice of ownership to, and/or direct, the CNB Customers and Investors with respect to the Transferred Assets, Mortgagors with respect to the Underlying Collateral and any other Person obligated on any Transferred Assets or Related Property, or any of them, that payment of all amounts payable under or with respect to any Transferred Asset shall be made directly to the Purchaser or its assignees. (b) The Initial Purchase hereunder shall include the transfer by the Originator, and the Originator does hereby transfer, to the Purchaser (and its assigns and designees) all of the Originator’s right, title and interest in and to the CNB Customer Deposit Accounts and AOT Securities Accounts with respect to each Designated CNB Customer. (c) At the Purchaser’s request and at the Originator’s expense, the Originator shall (i) assemble all of the documents, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Transferred Assets or Related Property or that are otherwise necessary or desirable to collect the Transferred Assets, and shall make the same available to the Purchaser at a place selected by the Purchaser or its designee, and (ii) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Transferred Assets in a manner acceptable to the Purchaser and, promptly upon receipt, remit all such cash, checks and instruments, duly indorsed or with duly executed instruments of transfer, to the Purchaser or its designee. The Purchaser shall also have the right to make copies of all such documents, instruments and other records at any time. (d) The Originator authorizes the Purchaser to take any and all steps in the Originator’s name and on behalf of the Originator that are necessary or desirable, in the determination of the Purchaser, to collect amounts due under the Transferred Assets and Related WAREHOUSE LOAN SALE AGREEMENT Property, including, without limitation, endorsing the Originator’s name on checks and other instruments representing Collections of Transferred Assets and enforcing the Transferred Assets and Related Property.

Certain Rights of the Purchaser. (a) At any time following the occurrence and during the continuation of a Termination Event: (i) at the Assignee’s or the Agent’s request the French Originator shall, at its own expense (and, if the French Originator shall fail to do so within three (3) Originator Business Days, the Assignee or the Agent may, at the French Originator’s expense), if the French Originator has not already done so: (A) notify each Obligor of Eligible Receivables sold by it hereunder of the transfer of the Eligible Receivables and the Related Rights with respect thereto pursuant to this Agreement and the Transaction Documents and of the Assignee’s ownership of such Eligible Receivables and the Related Rights with respect thereto; (B) direct such Obligors that payments under any such Eligible Receivable or any Related Rights with respect thereto be made directly to the Assignee or its designee; and (C) execute any power of attorney or other similar instrument and/or take any other action necessary or desirable to give effect to such notice and directions, including any action required to be taken so that the obligations or other indebtedness of such Obligors in respect of any such Eligible Receivable and any Related Rights with respect thereto in each case, sold by it hereunder may no longer be legally satisfied by payment to the French Originator or any of its Affiliates (or than the Assignee). (ii) if such Termination Event relates to the French Originator, the French Originator hereby authorizes the Assignee and the Agent to endorse in the French Originator’s name and in favour of the Assignee cheques and other instruments representing Collections relating thereto (b) Following the occurrence and during the continuation of any Termination Event contemplated by subsections (a), (b), (c), (m) and (q) of Exhibit V to the Receivables Purchase Agreement, the Originator hereby authorizes the Assignee and the Agent to take, to the extent permitted under applicable law, any and all steps in its name and on its behalf that are necessary or desirable, in the determination of the Assignee or the Agent, to collect amounts due under the acquired Eligible Receivables and any Related Rights with respect thereto, in each case, sold by the French Originator hereunder, including, without limitation, enforcing the relevant Eligible Receivables and any Related Rights with respect thereto, including to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts f...

Certain Rights of the Purchaser. (a) SPX hereby transfers to the Purchaser (and its assigns and designees) the exclusive ownership and control of the Lock-Box Accounts maintained by SPX for the purpose of receiving Collections. (b) After the occurrence of an Incipient Event of Termination or an Event of Termination, at the Purchaser’s request and at SPX’s expense, SPX and the Collection Agent shall (i) assemble all of the documents, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Receivables and Related Security, or that are otherwise necessary or desirable to collect the Receivables, and shall make the same available to the Purchaser at a place selected by the Purchaser or its designee, and (ii) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Receivables in a manner acceptable to the Purchaser and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Purchaser or its designee. The Purchaser shall also have the right to make copies of all such documents, instruments and other records at any time.

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