Common use of Certain Rights of the Purchaser Clause in Contracts

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 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 and related Contracts.

Certain Rights of the Purchaser. (a) The Purchaser is authorized may, at any time when during the long term public senior unsecured non-credit-enhanced debt securities existence 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 Termination, give notice of ownership and/or direct the Obligors of Purchased Assets and is continuing to (i) at the Seller’s expenseany Person obligated on any Related Security, require the Seller to notify each Obligor or any of Transferred Receivables them, that payment of the ownership of Transferred Receivables all amounts payable under this Agreement and direct that payments any Purchased Asset shall 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 Agentassignees. The Seller hereby transfers to the Purchaser (and its assigns and designees) the exclusive ownership and control of the Lock-Box Boxes and Deposit Accounts maintained by the Seller for the purpose of receiving CollectionsCollections (other than Collections from Governmental Entities). (b) Upon the occurrence and The Seller shall, at any time during the continuance existence of a Collection Agent Default: (i) At an Event of Termination or Incipient Event of Termination upon the Purchaser’s 's request and at the Seller’s 's expense, give notice of the Purchaser's ownership to each Obligor of Purchased Assets and, to the extent permitted under applicable law, direct that payments of all amounts payable under the Purchased Receivables or Participated Receivables be made directly to the Purchaser or its assignees. (c) 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 ReceivablesPurchased Assets, and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Transferred Purchased Receivables and Participated Receivables, and shall make the same available to the Purchaser at a place selected by the Purchaser or its assigneesdesignee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Transferred Receivables Purchased 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 assigneesdesignee. The Purchaser shall also have the right to make copies of all such documents, instruments and other records at any time. (iid) The Seller authorizes the Purchaser to take any and all steps in the Seller’s '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 Purchased Receivables and Participated Receivables, including, without limitation, endorsing the Seller’s 's name on checks and other instruments representing Collections of Transferred Receivables Purchased Assets and enforcing the Transferred Purchased Receivables and Participated Receivables and the Related Security and related Contracts.

Certain Rights of the Purchaser. (a) The Purchaser is authorized may, at any time when during the long term public senior unsecured non-credit-enhanced debt securities existence 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 Termination, give notice of Termination has occurred and is continuing to (i) at ownership to, and/or direct, the Seller’s expense, require the Seller to notify each Obligor Obligors of Transferred Receivables Assets and any other Person obligated on any Transferred Assets, or any of the ownership them, that payment of all amounts payable under any Transferred Receivables under this Agreement and direct that payments Asset shall be made directly to the Purchaser or its assigns or designeesassignees. (b) The Initial Purchase hereunder shall include the transfer by the Seller, and (ii) if the Seller has not so notified and directed each Obligor within three Business Days of the Purchaser’s requestdoes hereby transfer, 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 Lockboxes and Deposit Accounts. From and after the Initial Purchase Date, the Seller for shall not have any right to withdraw or order a transfer of funds from the purpose Deposit Accounts or to direct the investment of receiving Collectionsany funds therein. (b) Upon the occurrence and during the continuance of a Collection Agent Default: (ic) At the Purchaser’s 's request and at the Seller’s 's expense, the Seller and the Collection Agent shall (Ai) 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, Assets or that are otherwise necessary or desirable to collect the Transferred ReceivablesAssets, and shall make the same available to the Purchaser at a place selected by the Purchaser or its assigneesdesignee, and (Bii) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Transferred Receivables 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 assigneesdesignee. The Purchaser shall also have the right to make copies of all such documents, instruments and other records at any time. (iid) The Seller authorizes the Purchaser to take any and all steps in the Seller’s '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 ReceivablesAssets, including, without limitation, endorsing the Seller’s 's name on checks and other instruments representing Collections of Transferred Receivables Assets and enforcing the Transferred Receivables and the Related Security and related ContractsAssets.

Certain Rights of the Purchaser. (a) The Purchaser is authorized may, at any time when time, give notice of ownership and/or direct 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 Obligors of Transferred Receivables and any Person obligated on any Related Security, or any of the ownership them, that payment of all amounts payable under any Transferred Receivables under this Agreement and direct that payments Receivable shall 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 Agentdesignee. The Each Seller hereby transfers to the Purchaser (and its assigns and designees) the exclusive ownership and control of the each Lock-Box Accounts Account maintained by the such Seller for the purpose of receiving Collections. (b) Upon At any time following the occurrence and during the continuance designation of a Collection Agent Defaultother than Ferro Corporation pursuant to Section 6.01 or following an Event Termination, a Non-Investment Grade Event (other than the 2005 Downgrade Event or the 2006 Downgrade Events) or an Incipient Event of Termination: (i) Each Seller shall, upon the Purchaser’s Purchaser’s request and at such Seller’s Seller’s expense, give notice of the Purchaser’s 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. (ii) At the Purchaser’s Purchaser’s request and at the relevant Seller’s Seller’s expense, the each 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 assigneesdesignee, 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 assigneesdesignee. The Purchaser shall also have the right to make copies of all such documents, instruments and other records at any time. (iiiii) The Each Seller authorizes the Purchaser to take any and all steps in the such Seller’s Seller’s name and on behalf of the such 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 such Seller’s 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.

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 . At any time following a Collection Agent DefaultCash Control Triggering Event: (i) At The Purchaser may give notice of the Purchaser’s 's ownership to each Obligor of Transferred Receivables and any Person obligated on any Related Security, and direct that all payments of all amounts payable thereunder be made directly to the Purchaser or its designee. (ii) The Seller shall, at the Purchaser's request and at the Seller’s 's expense, give notice of the Purchaser's ownership to each Obligor of Transferred Receivables and any Person obligated on any Related Security, and direct that all payments of all amounts payable thereunder be made directly to the Purchaser or its designee. (iii) 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 assigneesdesignee, 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 assigneesdesignee. The Purchaser shall also have the right to make copies of all such documents, instruments and other records at any time. (iiiv) The Seller authorizes the Purchaser to take any and all steps in the Seller’s '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 's name on checks and other instruments representing Collections of Transferred Receivables and enforcing the Transferred Receivables and the Related Security and related Contracts.

Certain Rights of the Purchaser. (a) The Purchaser is authorized may, at any time when time, notify 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 Obligors of Transferred Receivables of the Purchaser's ownership of the 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 AgentReceivables. 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 At any time during the continuance existence of a Collection Agent Defaultan Event of Termination or an Incipient Event of Termination: (i) At The Purchaser may direct the Obligors of Transferred Receivable that payment of all amounts payable under any Transferred Receivable shall be made directly to the Purchaser or its designee. (ii) The Seller shall, upon the Purchaser’s 's request and at the Seller’s 's expense, give notice of the Purchaser's ownership to each Obligor of Transferred Receivables and direct that payments of all amounts payable under the Transferred Receivables be made directly to the Purchaser or its designee. (iii) 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 assigneesdesignee, 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 assigneesdesignee. The Purchaser shall also have the right to make copies of all such documents, instruments and other records at any time. (iiiv) The Seller authorizes the Purchaser to take any and all steps in the Seller’s '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 's name on checks and other instruments representing Collections of Transferred Receivables and enforcing the Transferred Receivables and the Related Security and related Contracts.

Certain Rights of the Purchaser. (a) The Purchaser is authorized may, at any time when during the long term public senior unsecured non-credit-enhanced debt securities continuance 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 any Event of Termination or Incipient Event Termination, give notice of Termination has occurred and is continuing to (i) at ownership and/or direct the Seller’s expense, require the Seller to notify each Obligor Obligors of Transferred Receivables and any Person obligated on any Related Security, or any of the ownership them, that payment of all amounts payable under any Transferred Receivables under this Agreement and direct that payments Receivable shall be made directly to the Purchaser or its assigns or designeesdesignee. Each Seller hereby transfers to the Purchaser the exclusive ownership and control of each Lock-Box and Deposit Account. (b) Each Seller shall, at any time upon the Purchaser's request and (ii) if the Seller has not so notified and directed each Obligor within three Business Days at such Seller's expense, give notice of the Purchaser’s request, notify 's or its assignee's ownership of the Transferred Receivables originated by it to each Obligor of such Transferred Receivables and direct that payments of the ownership of all amounts payable under such 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 Collectionsdesignee. (b) Upon the occurrence and during the continuance of a Collection Agent Default: (ic) At the Purchaser’s 's request and at the Seller’s Sellers' expense, the each Seller and the Collection Agent Servicer (if other than the FMC) 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 assigneesdesignee, 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 or its assignees 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 assigneesdesignee. The Purchaser shall also have the right to make copies of all such documents, instruments and other records at any time. (iid) The Each Seller authorizes the Purchaser and its successors and assigns to take any and all steps in the such Seller’s 's name and on behalf of the such 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 's name on checks and other instruments representing Collections of Transferred Receivables originated by it and enforcing the such Transferred Receivables and the Related Security and related Contracts.

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 At any time following the occurrence designation of a Collection Agent other than the Seller pursuant to Section 6.01 or following and during the continuance of a Collection Agent Default: (i) At an Event of Termination or an Incipient Event of Termination: the Purchaser may 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; and the Seller shall, upon the Purchaser’s 's request and at the Seller’s 's expense, (i) 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, and (ii) notify all other obligors to redirect funds and make payment with respect to amounts owing to the Seller to accounts of the Seller other than a Designated Account. (c) 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, 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 assigneesdesignee, 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 timedesignee. (iid) The Seller authorizes the Purchaser to take any and all steps in the Seller’s '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 's name on checks and other instruments representing Collections of Transferred Receivables and enforcing the Transferred Receivables and the Related Security and related Contracts.

Certain Rights of the Purchaser. (a) The Purchaser is authorized may, at any time when time, give notice of ownership and/or direct the long term public senior unsecured non-credit-enhanced debt securities Obligors of the Undertaking Party are rated below BB by S&P Purchased Receivables and any Person obligated on any Related Security, or below Ba2 by Moody’s or no such debt rating by S&P or Xxxxx’x is available or an Event any of Termination or Incipient Event them, that payment 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 all amounts payable under this Agreement and direct that payments any Purchased Receivable shall 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 Agentdesignee. The Each Seller hereby transfers to the Purchaser (and its assigns and designees) the exclusive ownership and control of the Lock-Box Accounts maintained by the such Seller for the purpose of receiving Collections. (b) Upon Each Seller shall, at any time upon the occurrence Purchaser's request and during at such Seller's expense, give notice of such ownership to each Obligor of Purchased Receivables and direct that payments of all amounts payable under such Purchased Receivables be made directly to the continuance of a Collection Agent Default:Purchaser or its designee. (ic) At the Purchaser’s 's request and at the each Seller’s 's expense, the each 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 Transferred ReceivablesPurchased Receivables acquired from such Seller, and the related Contracts (excluding the Long Term Contracts themselves) and Related Security, or that are otherwise necessary or desirable to collect the Transferred Purchased Receivables, and shall make the same available to the Purchaser at a place selected by the Purchaser or its assigneesPurchaser, and (By) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Transferred such Purchased Receivables in a manner acceptable to the Purchaser and, promptly upon receipt, remit all such cash, checks and instruments, duly indorsed endorsed or with duly executed instruments of transfer, to the Purchaser or its assigneesdesignee. The Purchaser shall also have the right to make copies of all such documents, instruments and other records at any time. (iid) The At the Purchaser's request and at each Seller's expense, each Seller authorizes the Purchaser to take any and shall (x) assemble all steps in the Seller’s name and on behalf of the Seller that are necessary or desirabledocuments, in the determination of the Purchaser, to collect amounts due under the Transferred Receivables, instruments and other records (including, without limitation, endorsing computer tapes and disks), maintained by such Seller that relate to the Seller’s name on Purchased Receivables, and the related Contracts (excluding the Long Term Contracts themselves) and Related Security, and shall make the same available to the Purchaser at a place selected by the Purchaser, and (y) segregate all cash, checks and other instruments representing received by it from time to time constituting Collections of Transferred Purchased Receivables in a manner acceptable to the Purchaser and, promptly upon receipt, remit all such cash, checks and enforcing instruments, duly endorsed or with duly executed instruments of transfer, to the Transferred Receivables Purchaser or its designee. The Purchaser shall also have the right to make copies of all such documents, instruments and the Related Security and related Contractsother records at any time.

Certain Rights of the Purchaser. (a) The Purchaser is authorized at any time when To 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 extent it has not so notified and directed previously done so, 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 such Seller for the purpose of receiving Collections. (b) Upon the occurrence and during the continuance of At any time following a Collection Agent DefaultCash Control Triggering Event: (i) The Purchaser may give notice, at the Sellers’ expense, of the Purchaser’s ownership to each Obligor of Transferred Receivables and any Person obligated on any Related Security, and direct that all payments of all amounts payable thereunder be made directly to the Purchaser or its designee. (ii) Each Seller shall, at the Purchaser’s request and at such Seller’s expense, give notice of the Purchaser’s ownership to each Obligor of Transferred Receivables and any Person obligated on any Related Security, and direct that all payments of all amounts payable thereunder be made directly to the Purchaser or its designee. (iii) At the Purchaser’s request and at the applicable Seller’s expense, the each 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 assigneesdesignee, 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 assigneesdesignee. The Purchaser shall also have the right to make copies of all such documents, instruments and other records at any time. (iiiv) The Each Seller authorizes the Purchaser to take any and all steps in the such Seller’s name and on behalf of the such 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 such 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.

Certain Rights of the Purchaser. (a) The Purchaser is authorized may, at any time when time, give notice of ownership and/or direct 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 Obligors of Transferred Receivables and any Person obligated on any Related Security, or any of the ownership them, that payment of all amounts payable under any Transferred Receivables under this Agreement and direct that payments Receivable shall 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 Agentdesignee. The Each Seller hereby transfers to the Purchaser (and its assigns and designees) the exclusive ownership and control of the any Lock-Box Boxes and Collection Accounts – Class A maintained by the such Seller for the purpose of receiving Collections. At any time after the date of this Agreement, a Seller may transfer exclusive ownership and control of any Collection Account – Class B to the Purchaser pursuant to the agreement of the parties hereto. (b) Upon The Sellers shall, at any time upon the occurrence Purchaser’s request and during at such Seller’s expense, give notice of the continuance Purchaser’s ownership to each Obligor of a Collection Agent Default:Transferred Receivables and direct that payments of all amounts payable under the Transferred Receivables be made directly to the Purchaser or its designee. (ic) At the Purchaser’s request and at the each Seller’s expense, the such 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 assigneesdesignee, 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 assigneesdesignee. The Purchaser shall also have the right to make copies of all such documents, instruments and other records at any time. (iid) The Seller Each of the Sellers authorizes the Purchaser to take any and all steps in the such Seller’s name and on behalf of the such 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 such 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.

Certain Rights of the Purchaser. (a) The Purchaser is authorized may, at any time when time, give notice of ownership and/or direct 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 Obligors of Transferred Receivables and any Person obligated on any Related Security, or any of the ownership them, that payment of all amounts payable under any Transferred Receivables under this Agreement and direct that payments Receivable shall 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 Agentdesignee. The Seller hereby transfers confirms the transfer to the Purchaser (and its assigns and designees) pursuant to the Original PCA of the exclusive ownership and control of the each Lock-Box Accounts Account maintained by the Seller for the purpose of receiving Collections. (b) Upon At any time following the occurrence and during the continuance designation of a Collection Agent Defaultother than the Seller pursuant to Section 6.01 or following an Event Termination, a Non-Investment Grade Event (other than the 2005 Downgrade Event or the 2006 Downgrade Events) or an Incipient Event of Termination: (i) The Seller shall, upon the Purchaser’s request and at the Seller’s expense, give notice of the Purchaser’s 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 designees or assignees. (ii) 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 designees or 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 assigneesdesignee or assignee. The Purchaser shall also have the right to make copies of all such documents, instruments and other records at any time. (iiiii) The Seller authorizes the Purchaser 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 and related Contracts.

Certain Rights of the Purchaser. (a) The Purchaser is authorized may, at any time when during the long term public senior unsecured non-credit-enhanced debt securities existence 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 Termination, give notice of Termination has occurred and is continuing to (i) at ownership to, and/or direct, the Seller’s expense, require the Seller to notify each Obligor Obligors of Transferred Receivables Assets and any other Person obligated on any Transferred Assets, or any of the ownership them, that payment of all amounts payable under any Transferred Receivables under this Agreement and direct that payments Asset shall be made directly to the Purchaser or its assigns or designeesassignees. (b) The Initial Purchase hereunder shall include the transfer by each Originator, and (ii) if the Seller has not so notified and directed each Obligor within three Business Days of the Purchaser’s requestOriginator does hereby transfer, 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 ORIGINATOR PURCHASE AGREEMENT designees) the exclusive ownership and control of the Lock-Box Lockboxes and Deposit Accounts. From and after the Initial Purchase Date, no Originator shall have any right to withdraw or order a transfer of funds from the Deposit Accounts maintained by or to direct the Seller for the purpose investment of receiving Collectionsany funds therein. (b) Upon the occurrence and during the continuance of a Collection Agent Default: (ic) At the Purchaser’s 's request and at the Seller’s applicable Originator's expense, the Seller and the Collection Agent each Originator shall (Ai) 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, Assets or that are otherwise necessary or desirable to collect the Transferred ReceivablesAssets, and shall make the same available to the Purchaser at a place selected by the Purchaser or its assigneesdesignee, and (Bii) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Transferred Receivables 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 assigneesdesignee. The Purchaser shall also have the right to make copies of all such documents, instruments and other records at any time. (iid) The Seller Each Originator authorizes the Purchaser to take any and all steps in the Seller’s applicable Originator's name and on behalf of the Seller such Originator that are necessary or desirable, in the determination of the Purchaser, to collect amounts due under the Transferred ReceivablesAssets, including, without limitation, endorsing the Seller’s such Originator's name on checks and other instruments representing Collections of Transferred Receivables Assets and enforcing the Transferred Receivables and the Related Security and related ContractsAssets.

Certain Rights of the Purchaser. (a) The Purchaser is authorized may, at any time when time, give notice of ownership and/or direct the long term public senior unsecured non-credit-enhanced debt securities Obligors of the Undertaking Party are rated below BB by S&P Purchased Receivables and any Person obligated on any Related Security, or below Ba2 by Moody’s or no such debt rating by S&P or Xxxxx’x is available or an Event any of Termination or Incipient Event them, that payment 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 all amounts payable under this Agreement and direct that payments any Purchased Receivable shall 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 Agentdesignee. The Each Seller hereby transfers to the Purchaser (and its assigns and designees) the exclusive ownership and control of the each Lock-Box Accounts Account maintained by the or on behalf of such Seller for the purpose of receiving Collections. (b) Upon At any time following the occurrence and during the continuance designation of a Collection Agent Defaultother than Ferro pursuant to Section 6.01 or following an Event Termination, a Non-Investment Grade Event (other than the 2005 Downgrade Event or the 2006 Downgrade Events) or an Incipient Event of Termination: (i) Each Seller shall, upon the Purchaser’s request and at such Seller’s expense, give notice of the Purchaser’s ownership to each Obligor of Purchased Receivables and direct that payments of all amounts payable under such Purchased Receivables be made directly to the Purchaser or its designees or assignees. (ii) At the Purchaser’s request and at the relevant Seller’s expense, the each 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 Purchased Receivables, and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Transferred Purchased Receivables, and shall make the same available to the Purchaser at a place selected by the Purchaser or its designees or assignees, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Transferred Purchased 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 assigneesdesignee or assignee. The Purchaser shall also have the right to make copies of all such documents, instruments and other records at any time. (iiiii) The Each Seller authorizes the Purchaser to take any and all steps in the such Seller’s name and on behalf of the such Seller that are necessary or desirable, in the determination of the Purchaser, to collect amounts due under the Transferred Purchased Receivables, including, without limitation, endorsing the such Seller’s name on checks and other instruments representing Collections of Transferred Purchased Receivables and enforcing the Transferred Purchased Receivables and the Related Security and related Contracts.

Certain Rights of the Purchaser. (a) The Purchaser is authorized may, at any time when time, give notice of ownership and/or direct 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 Obligors of Transferred Receivables and any Person obligated on any Related Security, or any of the ownership them, that payment of all amounts payable under any Transferred Receivables under this Agreement and direct that payments Receivable shall 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 Agentdesignee. The Each 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 CollectionsLockbox. (b) Upon Each Seller shall, at any time upon the occurrence Purchaser's request and during at the continuance Sellers' joint and several expense, give notice of a Collection Agent Default: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. (ic) At the Purchaser’s 's request and at the Seller’s Sellers' joint and several expense, the each Seller and the Collection Agent shall (Ai) assemble all of the documents, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Transferred Receivables, 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, designee and (Bii) 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 assigneesLockbox. The Purchaser shall also have the right to make copies of all such documents, instruments and other records at any time. (iid) The Each Seller authorizes the Purchaser to take any and all steps in the such Seller’s '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 of any Seller on checks and any check or other instruments instrument representing Collections of Transferred Receivables and enforcing the Transferred Receivables and the Related Security and related Contracts.

Certain Rights of the Purchaser. At any time following (i) the designation of a Collection Agent other than EIS pursuant to Section 6.01 or (ii) an Event of Termination or an Incipient Bankruptcy Event of Termination which is continuing: (a) The Purchaser is authorized at any time when may give notice of ownership and/or direct 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 Obligors of Transferred Receivables and any Person obligated on any Related Security, or any of the ownership them, that payment of all amounts payable under any Transferred Receivables under this Agreement and direct that payments Receivable shall 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 Agentdesignee. The Seller hereby transfers agrees to the Purchaser (and its assigns and designees) transfer by EPC to the Agent the exclusive ownership and control of the Lock-Box Accounts maintained by the Seller EPC for the purpose of receiving Collections. (b) Upon The Seller shall, upon the occurrence Purchaser’s request and during at the continuance Seller’s expense, give notice of a Collection Agent Default:the Purchaser’s ownership to each Obligor of Transferred Receivables and direct that payments of all amounts payable under the Transferred Receivables be made directly to the Purchaser or its designee. (ic) 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 Receivables 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 assigneesdesignee; 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 or its Affiliates, but (ii) shall include sufficient information to enable the Purchaser or its designee or a replacement Collection Agent to administer, collect and enforce the Transferred Receivables, 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 timedesignee. (iid) The Seller authorizes the Purchaser 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 and related ContractsSecurity.

Certain Rights of the Purchaser. (a) The Purchaser is authorized may, at any time when during the long term public senior unsecured non-credit-enhanced debt securities existence 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 Termination, give notice of ownership and/or direct the Obligors of Purchased Assets and is continuing to (i) at the Seller’s expenseany Person obligated on any Related Security, require the Seller to notify each Obligor or any of Transferred Receivables them, that payment of the ownership of Transferred Receivables all amounts payable under this Agreement and direct that payments any Purchased Asset shall 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 Agentassignees. The Each Seller hereby transfers to the Purchaser (and its assigns and designees) the exclusive ownership and control of the Lock-Box Boxes and Deposit Accounts maintained by the such Seller for the purpose of receiving CollectionsCollections (other than Collections from Governmental Entities). (b) Upon the occurrence and Each Seller shall, at any time during the continuance existence of a Collection Agent Default:an Event of Termination or Incipient Event of Termination upon the Purchaser's request and at such Seller's expense, give notice of the Purchaser's ownership to each Obligor of Purchased Assets and, to the extent permitted under applicable law, direct that payments of all amounts payable under the Purchased Receivables and Participated Receivables be made directly to the Purchaser or its assignees. (ic) At the Purchaser’s 's request and at the applicable Seller’s 's expense, the each 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 ReceivablesPurchased Assets, and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Transferred Purchased Receivables and Participated Receivables, and shall make the same available to the Purchaser at a place selected by the Purchaser or its assigneesdesignee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Transferred Receivables Purchased 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 assigneesdesignee. The Purchaser shall also have the right to make copies of all such documents, instruments and other records at any time. (iid) The Each Seller authorizes the Purchaser to take any and all steps in the applicable Seller’s 's name and on behalf of the such Seller that are necessary or desirable, in the determination of the Purchaser, to collect amounts due under the Transferred Purchased Receivables and Participated Receivables, including, without limitation, endorsing the such Seller’s 's name on checks and other instruments representing Collections of Transferred Receivables Purchased Assets and enforcing the Transferred Purchased Receivables and Participated Receivables and the Related Security and related Contracts.

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 relevant Seller’s expense, require the each 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 such 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 Each Seller hereby transfers to the Purchaser (and its assigns and designees) the exclusive ownership and control of the Lock-Box Accounts maintained by the such 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 relevant Seller’s expense, the each 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 Each Seller authorizes the Purchaser to take any and all steps in the such Seller’s name and on behalf of the such 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 such 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.

Certain Rights of the Purchaser. (a) The Purchaser is authorized may, at any time when time, direct 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 Obligors of Transferred Receivables and any Person obligated on any Related Security, or any of the ownership them, that payment of all amounts payable under any Transferred Receivables under this Agreement and direct that payments Receivable shall 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 Agentdesignee. The Seller hereby transfers to the Purchaser (and its assigns and designees) the exclusive ownership and control of the Lock-Box Boxes and the Blocked Accounts maintained by the Seller for the purpose of receiving CollectionsCollections and the Seller shall take any further action that the Purchaser may reasonably request to effect or further evidence such transfer. (b) Upon At any time following the occurrence and during the continuance designation of a Collection Agent DefaultServicer other than the Seller: (i) At the Purchaser’s 's request and at the Seller’s 's expense, the Seller shall give notice of the Purchaser's ownership to each Obligor of Transferred Receivables and direct that payments of all amounts payable under the Collection Agent Transferred Receivables be made directly to the Purchaser or its designee. (ii) At the Purchaser's request and at the Seller's expense, the Seller 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 assigneesdesignee, 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 timedesignee. (iic) The Seller authorizes each of the Purchaser and the Agent, and hereby irrevocably appoints each of the Purchaser and 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, following the occurrence and during the continuation of a Servicer Default, to take any and all steps in the Seller’s 's name and on behalf of the Seller Seller, that are necessary or desirable, in the determination of the PurchaserPurchaser or the Agent, to collect amounts due under the Transferred Receivables, including, without limitation, endorsing the Seller’s 's name on checks and other instruments representing Collections of Transferred Receivables and enforcing the Transferred Receivables and the Related Security and related Contracts. (d) Following the occurrence of an Event of Termination, the Seller shall, upon the request of the Purchaser or the Agent (and if the Seller fails to do so, the Purchaser or the Agent may itself) deliver a notice to all applicable Obligors, in form and substance satisfactory to the Purchaser and the Agent, stating that (i) the Transferred Receivables have been sold to the Purchaser and (ii) effective immediately all payments on the Transferred Receivables must be made without any setoff. Such notice shall be delivered by the Seller as soon as practicable and in any event within three (3) Business Days after such written request by the Purchaser or the Agent. From and after the date the Purchaser or the Agent requests the Seller to deliver such notice, (x) the Seller shall require all payments by Obligors to be made without any setoff, and shall make available to the Agent and the Purchaser such information as may be required to determine whether such payments are being so made and (y) the Seller and the Purchaser shall, and shall cause each other Transaction Party to, pay, or cause to be paid, when due all amounts 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 Purchaser. (a) The Purchaser is authorized at At any time when following the long term public senior unsecured non-credit-enhanced debt securities occurrence and during the continuation 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 a Termination or Incipient Event of Termination has occurred and is continuing to Event: (i) at the SellerAssignee’s or the Agent’s request the Originator shall, at its own expense (and, if the Originator shall fail to do so within three (3) Originator Business Days, the Assignee or the Agent may, at the Originator’s expense), require if the Seller to Originator has not already done so: (A) notify each Obligor of Transferred Eligible Receivables sold by it hereunder of the transfer, sale and assignment of the Eligible Receivables and the Related Rights (to the extent sold hereunder) with respect thereto pursuant to this UK Sale Agreement and the Transaction Documents and of the Assignee’s beneficial ownership of Transferred such Eligible Receivables under this Agreement 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 Purchaser Assignee or its assigns designee; and (C) execute any power of attorney or designeesother 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 Originator or any of its Affiliates (other than the Assignee). (ii) if such Termination Event relates to the Seller has not so notified Originator, the Originator authorises the Assignee and directed each Obligor within three Business Days the Agent to endorse in the Originator’s name and in favour of the Purchaser’s request, notify each Obligor of Transferred Receivables of the ownership of Transferred Receivables under this Agreement Assignee cheques 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 Collectionsother instruments representing Collections relating thereto. (b) Upon Following the occurrence and during the continuance continuation of a Collection Agent Default: any Termination Event contemplated by subsections (ia), (b), (c), (m) At and (q) of Exhibit V to the Purchaser’s request and at the Seller’s expenseReceivables Purchase Agreement, the Seller Originator hereby authorizes the Assignee 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 transfertake, to the Purchaser or its assignees. The Purchaser shall also have the right to make copies of all such documentsextent permitted under applicable law, instruments and other records at any time. (ii) The Seller authorizes the Purchaser to take any and all steps in the Seller’s its name and on its behalf of the Seller that are necessary or desirable, in the determination of the PurchaserAssignee or the Agent, to collect amounts due under the Transferred Receivablesacquired Eligible Receivables and any Related Rights with respect thereto, in each case, sold by the Originator hereunder, including, without limitation, endorsing enforcing the Seller’s name on checks and other instruments representing Collections of Transferred relevant Eligible Receivables and enforcing any Related Rights with respect thereto, 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 therewith and to file any claims or take any action or institute any proceedings that the Transferred Assignee or the Agent (or any 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 Originator in respect of, the relevant Eligible Receivables and any Related Rights with respect thereto and the Related Security and related Contractsother Transaction Documents.

Certain Rights of the Purchaser. (a) The Purchaser is authorized may, at any time when time, direct 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 Obligors of Transferred Receivables and any Person obligated on any Related Security, or any of the ownership them, that payment of all amounts payable under any Transferred Receivables under this Agreement and direct that payments Receivable shall 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 Agentdesignee. The Seller hereby transfers to the Purchaser (and its assigns and designees) the exclusive ownership and control of the Lock-Box Blocked Accounts maintained by the Seller for the purpose of receiving CollectionsCollections and the Seller shall take any further action that the Purchaser may reasonably request to effect or further evidence such transfer. (b) Upon At any time following the occurrence and during the continuance designation of a Collection Agent DefaultServicer other than the Seller: (i) At the Purchaser’s 's request and at the Seller’s 's expense, the Seller shall give notice of the Purchaser's ownership to each Obligor of Transferred Receivables and direct that payments of all amounts payable under the Collection Agent Transferred Receivables be made directly to the Purchaser or its designee. (ii) At the Purchaser's request and at the Seller's expense, the Seller 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 assigneesdesignee, 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 timedesignee. (iic) The Seller authorizes each of the Purchaser and the Agent, and hereby irrevocably appoints each of the Purchaser and 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, following the occurrence and during the continuation of a Servicer Default, to take any and all steps in the Seller’s 's name and on behalf of the Seller Seller, that are necessary or desirable, in the determination of the PurchaserPurchaser or the Agent, to collect amounts due under the Transferred Receivables, including, without limitation, endorsing the Seller’s 's name on checks and other instruments representing Collections of Transferred Receivables and enforcing the Transferred Receivables and the Related Security and related Contracts. (d) Following the occurrence of an Event of Termination, the Seller shall, upon the request of the Purchaser or the Agent (and if the Seller fails to do so, the Purchaser or the Agent may itself) deliver a notice to all applicable Obligors, in form and substance satisfactory to the Purchaser and the Agent, stating that (i) the Transferred Receivables have been sold to the Purchaser and (ii) effective immediately all payments on the Transferred Receivables must be made without any setoff. Such notice shall be delivered by the Seller as soon as practicable and in any event within three Business Days after such written request by the Purchaser or the Agent. From and after the date the Purchaser or the Agent requests the Seller to deliver such notice, (i) the Seller shall require all payments by Obligors to be made without any setoff, and shall make available to the Agent and the Purchaser such information as may be required to determine whether such payments are being so made and (ii) the Seller and the Purchaser shall, and shall cause each other Transaction Party to, pay, or cause to be paid, when due all amounts 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 Purchaser. (a) The Purchaser is authorized at At any time when (i) following the long term public senior unsecured non-credit-enhanced debt securities designation of a Servicer other than a Seller pursuant to Section 6.01 or (ii) following and during 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 continuance of an Event of Termination or Incipient Bankruptcy Event of Termination has occurred and is continuing to or a Servicer Bankruptcy Event: (ia) at The Purchaser may give notice of ownership and/or direct the Seller’s expense, require the Seller to notify each Obligor Obligors of Transferred Receivables and any Person obligated on any Related Security, or any of the ownership them, that payment of all a mounts payable under any Transferred Receivables under this Agreement and direct that payments Receivable shall 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 Collectionsdesignee. (b) Upon the occurrence and during the continuance of a Collection Agent Default: (i) At the Purchaser’s request and at the relevant Seller’s expense, the such Seller and the Collection Agent relevant 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 Transferred ReceivablesReceivables originated by the relevant Seller, and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the such Transferred Receivables, and shall shall, subject to any confidentiality restrictions contained in such Contracts, make the same available to the Purchaser at a place selected by the Purchaser or its assigneesdesignee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of such Transferred Receivables in a manner reasonably 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 assigneesdesignee. The Purchaser shall also have have, upon its reasonable request, the right to make copies of all such documents, instruments and other records at any time. (iic) The Each Seller authorizes the Purchaser to take any and all steps in the such Seller’s name and on behalf of the such Seller that are necessary or desirablecommercially reasonable, in the determination of the Purchaser, to collect amounts due under the Transferred Receivables, including, without limitation, endorsing the such Seller’s name on checks and other instruments representing Collections of Transferred Receivables and enforcing the Transferred Receivables and the Related Security and related ContractsSecurity.