Common use of Collection of Transferred Receivables Clause in Contracts

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale Agreement, the Borrower shall, or shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided that the Borrower may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith believes that an Incipient Termination Event or a Termination Event is imminent, then the Administrative Agent may, without prior notice to the Borrower, any Originator or the Servicer, (x) exercise its right to take exclusive ownership and control of the Accounts in accordance with the terms applicable Account Agreement and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the Borrower, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Receivables Sale Agreement, the Borrower shall, or shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event or a Designated Event, the Administrative Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided that the Borrower may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further that if (i) an Incipient . If a Termination Event or a Termination Designated Event shall have occurred and be continuing continuing, then (i) the Administrative Agent may (and shall, at the direction of the Requisite Lenders or the Required Remedies Lenders), without prior notice to any Seller, the Borrower or the Servicer, exercise its right to take exclusive control of (1) the Lockboxes and the Collection Accounts in accordance with the terms of the applicable Collection Account Agreements and (2) the Concentration Accounts (in which case, if requested by the Administrative Agent, the Servicer shall be required, pursuant to the Servicing Agreement, to deposit any Collections it then has in its possession or at any time thereafter receives, immediately in the Agent Account or such other account designated by the Administrative Agent) or (ii) the Borrower shall, at the direction of the Administrative Agent, instruct each of the Concentration Account Banks (and/or Collection Account Banks) to transfer on daily basis all collected and available funds on deposit in good faith believes that each Concentration Account (and/or Collection Account Bank) to be automatically transferred to the Agent Account. If an Incipient Termination Event or a Termination Event is imminentof Default shall have occurred and be continuing, then the Administrative Agent may, without prior notice to any Seller, the Borrower, any Originator Borrower or the Servicer, (x) exercise its right to take exclusive ownership and control of the Accounts in accordance with the terms applicable Account Agreement and (y) Servicer notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties Lenders hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the Borrower, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables. If the Commitment Termination Date has occurred but no Termination Event or Designated Event has occurred and is continuing, the Borrower shall, at the direction of the Administrative Agent, instruct each of the Concentration Account Banks (and/or Collection Account Banks) to transfer on daily basis all collected and available funds on deposit in each Concentration Account (and/or Collection Account Bank) to the Agent Account.

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale Agreement, the Borrower shall, or shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided that the Borrower may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith believes that an Incipient Termination Event or a Termination Event is imminent, then the Administrative Agent may, without prior notice to the Borrower, any Originator or the Servicer, (x) exercise its right to take exclusive ownership and control of (1) the Accounts Concentration Account in accordance with the terms applicable of the Concentration Account Agreement and (2) the Borrower Account in accordance with the Borrower Account Agreement (in which case the Servicer shall be required, pursuant to the Sale Agreement, to deposit any Collections it then has in its possession or at any time thereafter receives, immediately in the Collection Account) and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the Borrower, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Receivables Sale Agreement, the Borrower shall, or shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event or a Designated Event, the Administrative Agent, may Credit and Security Agreement deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided that the Borrower may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further that if (i) an Incipient . If a Termination Event or a Termination Designated Event shall have occurred and be continuing continuing, then (i) the Administrative Agent may (and shall, at the direction of the Requisite Lenders or the Required Remedies Lenders), without prior notice to any Seller, the Borrower or the Servicer, exercise its right to take exclusive control of (1) the Lockboxes and the Collection Accounts in accordance with the terms of the applicable Collection Account Agreements and (2) the Concentration Accounts (in which case, if requested by the Administrative Agent, the Servicer shall be required, pursuant to the Servicing Agreement, to deposit any Collections it then has in its possession or at any time thereafter receives, immediately in the Agent Account or such other account designated by the Administrative Agent) or (ii) the Borrower shall, at the direction of the Administrative Agent, instruct each of the Concentration Account Banks (and/or Collection Account Banks) to transfer on daily basis all collected and available funds on deposit in good faith believes that each Concentration Account (and/or Collection Account Bank) to be automatically transferred to the Agent Account. If an Incipient Termination Event or a Termination Event is imminentof Default shall have occurred and be continuing, then the Administrative Agent may, without prior notice to any Seller, the Borrower, any Originator Borrower or the Servicer, (x) exercise its right to take exclusive ownership and control of the Accounts in accordance with the terms applicable Account Agreement and (y) Servicer notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties Lenders hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the Borrower, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables. If the Commitment Termination Date has occurred but no Termination Event or Designated Event has occurred and is continuing, the Borrower shall, at the direction of the Administrative Agent, instruct each of the Concentration Account Banks (and/or Collection Account Banks) to transfer on daily basis all collected and available funds on deposit in each Concentration Account (and/or Collection Account Bank) to the Agent Account.

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementCollateral, the Borrower shall, or shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the any such other Borrower Collateral; provided that the Borrower may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further provided, further, that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith believes that an Incipient Termination Event or a Termination Trigger Event is imminentcontinuing, then the Administrative Agent may, without prior notice to the Borrower, any Originator Borrower or the Servicer, (x) deliver Notices of Exclusive Control to exercise its right to take exclusive ownership and control of (1) the Lockboxes and the Collection Accounts in accordance with the terms of the applicable Collection Account Agreement Agreements and (2) the Concentration Account (in which case the Servicer shall be required, pursuant to the Sale Agreement, to deposit any Collections it then has in its possession or at any time thereafter receives, immediately in the Agent Account) and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent (on behalf of itself and the other Secured Parties Parties) hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the Borrower, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with Except as otherwise provided in this Section 8.05(d), the collection of Servicer shall continue to collect or cause to be collected, at its sole cost and expense, all amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementCollateral. In connection therewith, the Borrower shall, or shall cause and the Servicer to, shall take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided that the Borrower or the Servicer may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Collection Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further provided, further, that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith believes that an Incipient Termination Event or a Termination Event is imminent, then the Administrative Agent may, without prior notice to the Borrower, any Originator Seller or the Servicer, (x) exercise its right to take exclusive ownership and control of the Accounts in accordance with the terms applicable Account Agreement and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties Lenders hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the Borrower, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementCollateral, the Borrower shall, or Servicer shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, Buyer may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided that the Borrower applicable Originator may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative AgentBuyer, for deposit into the Agent Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further that if . If (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, Buyer in good faith believes that an Incipient Termination Event or a Termination Event is imminent, then the Administrative Agent Buyer may, without prior notice to the Borrower, any Originator or the Servicer, (x) exercise its right to take exclusive ownership and control of (1) the Collections and the Collection Accounts in accordance with the terms of the applicable Collection Account Agreement Agreements and (2) the Concentration Account and the Borrower Account (in which case the Servicer shall be required to deposit any Collections it then has in its possession or at any time thereafter receives, immediately in the Agent Account) and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the sale to Buyer of such Transferred Receivables and of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties hereunder and direct that payments of all amounts due or to become due to the Borrower Buyer thereunder be made directly to the Administrative Agent Buyer or any servicer, collection agent or lockbox Lockbox or other account designated by the Administrative Agent and, upon such notification Buyer and at the sole cost and expense of the Borrower, the Administrative Agent Buyer may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent Buyer shall provide prompt notice to the Borrower and the Servicer of any such notification of assignment, pledge or direction of payment to the Obligors under any Transferred Receivables.. Receivables Sale and Servicing Agreement

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Seller Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementSeller Assets, the Borrower shall, or Servicer shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Buyer (or the Purchaser Agent, as the Buyer’s assignee) may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Seller Assigned Agreements and the other Borrower Collateral; provided that the Borrower may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further that if Seller Assets. If (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Buyer (or the Purchaser Agent, as the Buyer’s assignee) in good faith believes that an Incipient Termination Event or a Termination Event is imminent, then the Administrative Agent Buyer (or the Purchaser Agent, as the Buyer’s assignee) may, without prior notice to the Borrower, any Originator Transferors or the Servicer, (x) exercise its right to take exclusive ownership and control of (1) the Accounts Collections and the Lockboxes in accordance with the terms of the applicable Account Lockbox Control Agreements and (2) the Collection Accounts (in which case the Servicer shall be required to deposit any Collections it then has in its possession or at any time thereafter receives, immediately in the Amended and Restated Receivables Transfer and Servicing Agreement Agent Account) and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Seller Assigned Agreements of the sale to Buyer of such Transferred Receivables and of the pledge of such Transferred Receivables or Borrower Seller Assigned Agreements, as the case may be, to the Administrative Purchaser Agent on behalf of the Secured Parties hereunder and direct that payments of all amounts due or to become due to the Borrower Buyer thereunder be made directly to the Administrative Agent Buyer or any servicer, collection agent or lockbox Lockbox or other account designated by the Administrative Agent andBuyer (or the Purchaser Agent, upon such notification as the Buyer’s assignee) and at the sole cost and expense of Buyer (or the BorrowerPurchaser Agent, as the Administrative Agent Buyer’s assignee) may enforce collection of any such Transferred Receivable or the Borrower Seller Assigned Agreements and adjust, settle or compromise the amount or payment thereofthereof and (z) the buyer (or the Purchaser Agent, as the Buyer’s assignee) may, in the name of the applicable Transferor, the name of any applicable Originator or its own name, send invoices to any Obligor with respect to Unbilled Receivables owing from such Obligor. The Administrative Agent Buyer (or the Purchaser Agent, as the Buyer’s assignee) may, in the name of the applicable Transferor, the name of any applicable Originator or its own name, send invoices to any Obligor with respect to Unbilled Receivables owing from such Obligor. The Buyer shall provide prompt notice to the Borrower and the Servicer of any such notification of assignment, pledge or direction of payment to the Obligors or invoicing of Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with Except as otherwise provided in this SECTION 8.06(D), the collection of Servicer shall continue to collect or cause to be collected, at its sole cost and expense, all amounts due or to become due to the Borrower Seller under the Transferred Receivables, the Borrower Seller Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementSeller Collateral. In connection therewith, the Borrower shall, or shall cause Seller and the Servicer to, shall take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Seller Assigned Agreements and the other Borrower Seller Collateral; provided PROVIDED, that the Borrower Seller or the Servicer may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Accountaccount of the Applicable Purchaser (in accordance with its Purchaser Interests), an amount equal to the Outstanding Balance of any such Transferred ReceivableReceivable by depositing such amount into the Collection Account; provided further PROVIDED FURTHER, that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith believes that an Incipient Termination Event or a Termination Event is imminentcontinuing, then the Administrative Agent may, without prior notice to the Borrower, any Originator Seller or the Servicer, (x) exercise its right notify or cause the Servicer to take exclusive ownership and control of the Accounts in accordance with the terms applicable Account Agreement and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Seller Assigned Agreements of the pledge assignment of such Transferred Receivables or Borrower Seller Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties Purchasers hereunder and direct that payments of all amounts due or to become due to the Borrower Seller thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the BorrowerSeller and the Servicer, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Seller Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with Except as otherwise provided in this Section 8.06(d), the collection of Servicer shall continue to collect or cause to be collected, at its sole cost and expense, all amounts due or to become due to the Borrower Seller under the Transferred Receivables, the Borrower Seller Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementSeller Collateral. In connection therewith, the Borrower shall, or shall cause Seller and the Servicer to, shall take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Seller Assigned Agreements and the other Borrower Seller Collateral; provided provided, that the Borrower Seller or the Servicer may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Accountaccount of the Applicable Purchaser (in accordance with its Purchaser Interests), an amount equal to the Outstanding Balance of any such Transferred ReceivableReceivable by depositing such amount into the Collection Account; provided further further, that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith faith, believes that an Incipient Termination Event or a Termination Event is imminentimminent or deems that the prospect of payment or performance of the Purchasers' rights or interests in the Transferred Receivables, the Seller Assigned Agreements or any other Seller Collateral has been impaired, then the Administrative Agent may, without prior notice to the Borrower, any Originator Seller or the Servicer, (x) exercise its right notify or cause the Servicer to take exclusive ownership and control of the Accounts in accordance with the terms applicable Account Agreement and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Seller Assigned Agreements of the pledge assignment of such Transferred Receivables or Borrower Seller Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties Purchasers hereunder and direct that payments of all amounts due or to become due to the Borrower Seller thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the BorrowerSeller and the Servicer, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Seller Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with the collection of Except as otherwise provided in this Section 8.06(d), each Servicer shall continue to collect or cause to be collected, at its sole cost and expense, all amounts due or to become due to the Borrower Seller under the Transferred ReceivablesReceivables (or, with respect to any Servicer other than the Master Servicer, the Borrower Transferred Receivables originated by it), the Seller Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementSeller Collateral. In connection therewith, the Borrower shall, or Seller and each Servicer shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Seller Assigned Agreements and the other Borrower Seller Collateral; provided provided, that the Borrower Seller or any Servicer may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Accountaccount of the Applicable Purchaser (in accordance with its Purchaser Interests), an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further further, that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith believes that an Incipient Termination Event or a Termination Event is imminentimminent or deems any Purchaser's rights or interests in the Transferred Receivables, the Seller Assigned Agreements or any other Seller Collateral insecure, then the Administrative Agent may, without prior notice to the Borrower, any Originator Seller or the ServicerServicers, (x) exercise its right notify or cause the Servicers to take exclusive ownership and control of the Accounts in accordance with the terms applicable Account Agreement and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Seller Assigned Agreements of the pledge assignment of such Transferred Receivables or Borrower Seller Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties Purchasers hereunder and direct that payments of all amounts due or to become due to the Borrower Seller thereunder be made directly to the Administrative Agent or any servicerServicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the BorrowerSeller and the Servicers, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Seller Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent Notwithstanding the foregoing, no Servicer shall provide prompt notice to extend, amend, rescind, forgive, discharge, compromise, waive, cancel or otherwise modify the Borrower and the Servicer terms of any Transferred Receivable or amend, modify or waive any term or condition of any Contract related thereto, provided, that such notification Servicer may take such actions as are expressly permitted by the Credit and Collection Policies as such Servicer deems appropriate to maximize Collections thereof so long as such extension or adjustment does not alter any classification of pledge a Receivable as a Defaulted Receivable or direction of payment result in any Receivable being required to be paid more than 364 days from the Obligors under any Transferred ReceivablesBilling Date thereof.

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementCollateral, the Borrower shall, or Servicer shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, Buyer may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided that the Borrower applicable Originator may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative AgentBuyer, for deposit into the Agent Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further that if . If a Trigger Event is continuing, then the Buyer (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith believes that an Incipient Termination Event or a Termination Event is imminent, then the Administrative Agent ) may, without prior notice to the Borrower, any Originator or the Servicer, (x) deliver Notices of Exclusive Control to exercise its right to take exclusive ownership and control of (1) the Collections and the Collection Accounts in accordance with the terms of the applicable Collection Account Agreement Agreements and (2) the Concentration Account and an account of the Borrower (in which case the Servicer shall be required to deposit any Collections it then has in its possession or at any time thereafter receives, immediately in the Agent Account) and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the sale to Buyer of such Transferred Receivables and of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties hereunder and direct that payments of all amounts due or to become due to the Borrower Buyer thereunder be made directly to the Administrative Agent Buyer or any servicer, collection agent or lockbox Lockbox or other account designated by the Administrative Agent and, upon such notification Buyer and at the sole cost and expense of the Borrower, the Administrative Agent Buyer may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent Buyer shall provide prompt notice to the Borrower and the Servicer of any such notification of assignment, pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementCollateral, the Borrower shall, or Servicer shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, Buyer may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided that the Borrower may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further that if . If (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, Buyer in good faith believes that an Incipient Termination Event or a Termination Event is imminent, then the Administrative Agent Buyer may, without prior notice to the Borrower, any Originator or the Servicer, (x) exercise its right to take exclusive ownership and control of (1) the Lockboxes and the Collection Accounts in accordance with the terms of the applicable Collection Account Agreement Agreements and (2) the Concentration Account(in which case the Servicer shall be required to deposit any Collections it then has in its possession or at any time thereafter receives, immediately in the Agent Account) and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the sale to Buyer of such Transferred Receivables and of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties hereunder Buyer and its assignees and direct that payments of all amounts due or to become due to the Borrower Buyer thereunder be made directly to the Administrative Agent Buyer or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification Buyer and at the sole cost and expense of the Borrower, the Administrative Agent Buyer may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent Buyer shall provide prompt notice to the Borrower and the Servicer of any such notification of assignment, pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementCollateral, the Borrower shall, or Servicer shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance continuation of a Termination Event, the Administrative Agent, Buyer may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral, in each case in compliance with applicable law and in a manner consistent with the Credit and Collection Policies; provided that the Borrower applicable Originator may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative AgentBuyer, for deposit into the Agent a Collection Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) . Upon the Administrative Agentoccurrence of any Exclusive Account Control Trigger, in good faith believes that an Incipient Termination Event or a Termination Event is imminent, then the Administrative Agent Buyer may, without prior notice to the Borrower, any Originator or the Servicer, (x) exercise its right to take exclusive ownership and control of the Collections, the Lockboxes and the Collection Accounts in accordance with the terms of the applicable Collection Account Agreement Agreements (in which case the Servicer shall be required to deposit any Collections it then has in its possession or at any time thereafter receives, immediately in a Collection Account) and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the sale to the Buyer of such Transferred Receivables and of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties hereunder and direct that payments of all amounts due or to become due to the Borrower Buyer thereunder be made directly to the Administrative Agent Buyer or any servicer, collection agent or lockbox Lockbox or other account designated by the Administrative Agent and, upon such notification Buyer and at the sole cost and expense of the Borrower, the Administrative Agent Buyer may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent Buyer shall provide prompt notice to the Borrower and the Servicer of any such notification of assignment, pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with Except as otherwise ------------------------------------- provided in this Section 8.06(d), the collection of Servicer shall continue to collect or --------------- cause to be collected, at its sole cost and expense, all amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementCollateral. In connection therewith, the Borrower shall, or shall cause and the Servicer to, shall take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided provided, that the Borrower Administrative Agent may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further that if (i) an Incipient Termination Event or a -------- Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith believes that an Incipient Termination Event or a Termination Event is imminent, then the Administrative Agent may, without prior notice to the Borrower, any Originator Borrower or the Servicer, (x) exercise its right to take exclusive ownership and control of the Accounts in accordance with the terms applicable Account Agreement and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the pledge assignment of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties Lenders hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the Borrower, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge assignment or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with Except as otherwise provided in this Section 8.06(d), the collection of Servicer shall continue to collect or cause to be collected, at its sole cost and expense, all amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementCollateral. In connection therewith, the Borrower shall, or shall cause and the Servicer to, shall take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided provided, that the Borrower or the Servicer may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Accountaccount of the Applicable Lender (in accordance with its Advances), an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further further, that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing continuing, the Borrower Assigned Agreements or (ii) the Administrative Agent, in good faith believes that an Incipient Termination Event or a Termination Event is imminentany other Borrower Collateral insecure, then the Administrative Agent may, without prior notice to the Borrower, any Originator Borrower or the Servicer, (x) exercise its right to take exclusive ownership and control of the Accounts in accordance with the terms applicable Account Agreement and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the pledge assignment of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties Lenders hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the BorrowerBorrower and the Servicer, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge assignment or direction of payment to the Obligors under any Transferred Receivables.. (e)

Collection of Transferred Receivables. In connection with Except as otherwise provided in this Section 8.06(d), the collection of Servicer shall continue to collect or cause to be collected, at its sole cost and expense, all amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementCollateral. In connection therewith, the Borrower shall, or shall cause and the Servicer to, shall take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided provided, that the Borrower or the Servicer may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Accountaccount of the Applicable Lender (in accordance with its Advances), an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further further, that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith believes that an Incipient Termination Event or a Termination Event is imminentimminent or deems any Lender's rights or interests in the Transferred Receivables, the Borrower Assigned Agreements or any other Borrower Collateral insecure, then the Administrative Agent may, without prior notice to the Borrower, any Originator Borrower or the Servicer, (x) exercise its right to take exclusive ownership and control of the Accounts in accordance with the terms applicable Account Agreement and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the pledge assignment of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties Lenders hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the BorrowerBorrower and the Servicer, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge assignment or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementCollateral, the Borrower shall, or Servicer shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, Buyer may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided that the Borrower applicable Originator may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative AgentBuyer, for deposit into the Agent Account, an amount equal to the Dollar Equivalent of the Outstanding Balance of any such Transferred Receivable; provided further that if . If (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, Buyer in good faith believes that an Incipient Termination Event or a Termination Event is imminent, then the Administrative Agent Buyer may, without prior notice to the Borrower, any Originator or the Servicer, (x) exercise its right to take exclusive ownership and control of (1) the Collections, the Collection Accounts and the Concentration Accounts in accordance with the terms of the applicable Collection Account Agreement or Concentration Account Agreement, as applicable, and (2) the Borrower Account in accordance with the Borrower Account Agreement (in which case the Servicer shall be required to deposit any Collections it then has in its possession or at any time thereafter receives, immediately in the relevant Concentration Account) and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the sale to Buyer of such Transferred Receivables and of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties hereunder and direct that payments of all amounts due or to become due to the Borrower Buyer thereunder be made directly to the Administrative Agent Buyer or any servicer, collection agent or lockbox or other account Account designated by the Administrative Agent and, upon such notification Buyer and at the sole cost and expense of the Borrower, the Administrative Agent Buyer may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent Buyer shall provide prompt notice to the Borrower and the Servicer of any such notification of assignment, pledge or direction of payment to the Obligors under any Transferred Receivables.. Confidential Treatment Requested

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Seller Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementSeller Collateral, the Borrower shall, or Servicer shall cause the Servicer to, take such action as itit and, and from and after the occurrence and during the continuance of a Termination Event, the Buyer (or the Administrative Agent, as the Buyer’s assignee) may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Seller Assigned Agreements and the other Borrower Seller Collateral; provided that the Borrower applicable Originator may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative AgentBuyer, for deposit into the an Agent Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further that if (i) . If an Incipient Termination Event or a Termination Event shall have occurred and be continuing the Buyer (or (ii) the Administrative Agent, in good faith believes that an Incipient Termination Event or a Termination Event is imminent, then as the Administrative Agent Buyer’s assignee) may, without prior notice to the Borrower, any Originator or the Servicer, (x) exercise its right any rights with respect to take exclusive ownership and control of the Collections and the Lockbox Accounts in accordance with the terms of the applicable Lockbox Account Agreement Agreements (in which case the Servicer shall be required to deposit any Collections it then has in its possession or at any time thereafter receives, immediately in an Agent Account) and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Seller Assigned Agreements of the sale to Buyer of such Transferred Receivables and of the pledge of such Transferred Receivables or Borrower Seller Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties hereunder and direct that payments of all amounts due or to become due to the Borrower Buyer thereunder be made directly to the Administrative Agent Buyer or any servicer, collection agent or lockbox Lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the Borrower, Buyer (or the Administrative Agent Agent, as the Buyer’s assignee) and the Buyer (or the Administrative Agent, as the Buyer’s assignee) may enforce collection of any such Transferred Receivable or the Borrower Seller Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent Buyer shall provide prompt notice to the Borrower and the Servicer of any such notification of assignment, pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementCollateral, the Borrower shall, or Servicer shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, Buyer may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided that the Borrower applicable Originator may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative AgentBuyer, for deposit into the Agent Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further that if . If (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, Buyer in good faith believes that an Incipient Termination Event or a Termination Event is imminent, then the Administrative Agent Buyer may, without prior notice to the Borrower, any Originator or the Servicer, (x) exercise its right to take exclusive ownership and control of (1) the Accounts Collections and the Concentration Account in accordance with the terms of the applicable Concentration Account Agreement and (2) the Borrower Account in accordance with the Borrower Account Agreement (in which case the Servicer shall be required to deposit any Collections it then has in its possession or at any time thereafter receives, immediately in the Collection Account) and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the sale to Buyer of such Transferred Receivables and of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties hereunder and direct that payments of all amounts due or to become due to the Borrower Buyer thereunder be made directly to the Administrative Agent Buyer or any servicer, collection agent or lockbox Lockbox or other account designated by the Administrative Agent and, upon such notification Buyer and at the sole cost and expense of the Borrower, the Administrative Agent Buyer may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent Buyer shall provide prompt notice to the Borrower and the Servicer of any such notification of assignment, pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale Agreement, the Borrower shall, or shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided that the Borrower may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Account, an amount equal to the Dollar Equivalent of the Outstanding Balance of any such Transferred Receivable; provided further that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith believes that an Incipient Termination Event or a Termination Event is imminent, then the Administrative Agent may, without prior notice to the Borrower, any Originator or the Servicer, (x) exercise its right to take exclusive ownership and control of the Accounts in accordance with the terms applicable Account Agreement and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the Borrower, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with Except as otherwise provided in this Section 8.06(d), the collection of Servicer shall continue to collect or cause to be collected, at its sole cost and expense, all amounts due or to become due to the Borrower Seller under the Transferred Receivables, the Borrower Seller Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementSeller Collateral. In connection therewith, the Borrower shall, or shall cause Seller and the Servicer to, shall take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Seller Assigned Agreements and the other Borrower Seller Collateral; provided that the Borrower Seller or the Servicer may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Accountaccount of the Purchasers (in accordance with its Purchaser Interests), an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further further, that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith believes that an Incipient Termination Event or a Termination Event is imminentimminent or deems the Purchasers' rights or interests in the Transferred Receivables, the Seller Assigned Agreements or any other Seller Collateral insecure, then the Administrative Agent may, without prior notice to the Borrower, any Originator Seller or the Servicer, (x) exercise its right notify or cause the Servicers to take exclusive ownership and control of the Accounts in accordance with the terms applicable Account Agreement and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Seller Assigned Agreements of the pledge assignment of such Transferred Receivables or Borrower Seller Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties Purchasers hereunder and direct that payments of all amounts due or to become due to the Borrower Seller thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the BorrowerSeller and the Servicer, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Seller Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower WNC Receivables, LLC Receivables Purchase and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables.Servicing Agreement

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower Seller under the Transferred Receivables, the Borrower Seller Assigned Agreements and any other Borrower Collateral Seller Assets pursuant to the Sale Transfer Agreement, the Borrower Seller shall, or shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Purchaser Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Seller Assigned Agreements and the other Borrower CollateralSeller Assets; provided that the Borrower mayprovided, rather than commencing any such action or taking any other enforcement actionfurther, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Purchaser Agent, in good faith believes that an Incipient Termination Event or a Termination Event is imminent, then the Administrative Purchaser Agent may, without prior notice to the Borrower, any Originator Seller or the Servicer, (x) exercise its right to take exclusive ownership and control of (1) the Accounts Lockboxes and the related lockbox processing in accordance with the terms of the applicable Account Agreement Lockbox Control Agreements and (2) the Collection Accounts (in which case the Servicer shall be required, pursuant to the Transfer Agreement, to deposit any Collections it then has in its possession or at any time thereafter receives, immediately in the Agent Account) and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Seller Assigned Agreements of the pledge assignment of such Transferred Receivables or Borrower Seller Assigned Agreements, as the case may be, to the Administrative Purchaser Agent on behalf of the Secured Parties Purchasers hereunder and direct that payments of all amounts due or to become due to the Borrower Seller thereunder be made directly to the Administrative Purchaser Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Purchaser Agent and, upon such notification and at the sole cost and expense of the BorrowerSeller, the Administrative Purchaser Agent may enforce collection of any such Transferred Receivable or the Borrower Seller Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Purchaser Agent shall provide prompt notice to the Borrower Seller and the Servicer of any such notification of pledge assignment or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Receivables Sale Agreement, the Borrower shall, or shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event or a Designated Event, the Administrative Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided that the Borrower may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further that if (i) an Incipient . If a Termination Event or a Termination Designated Event shall have occurred and be continuing continuing, then (i) the Administrative Agent may (and shall, at the direction of the Requisite Lenders or the Required Remedies Lenders), without prior notice to any Seller, the Borrower or the Servicer, exercise its right to take exclusive control of (1) the Lockboxes and the Collection Accounts in accordance with the terms of the applicable Collection Account Agreements and (2) the Concentration Accounts (in which case, if requested by the Administrative Agent, the Servicer shall be required, pursuant to the Servicing Agreement, to deposit any Collections it then has in its possession or at any time thereafter receives, immediately in the Agent Account or such other account designated by the Administrative Agent) or (ii) the Borrower shall, at the direction of the Administrative Agent, instruct each of the Concentration Account Banks (and/or Collection Account Banks) to transfer on daily basis all Third Amended and Restated Credit and Security Agreement collected and available funds on deposit in good faith believes that each Concentration Account (and/or Collection Account Bank) to be automatically transferred to the Agent Account. If an Incipient Termination Event or a Termination Event is imminentof Default shall have occurred and be continuing, then the Administrative Agent may, without prior notice to any Seller, the Borrower, any Originator Borrower or the Servicer, (x) exercise its right to take exclusive ownership and control of the Accounts in accordance with the terms applicable Account Agreement and (y) Servicer notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties Lenders hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the Borrower, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables. If the Commitment Termination Date has occurred but no Termination Event or Designated Event has occurred and is continuing, the Borrower shall, at the direction of the Administrative Agent, instruct each of the Concentration Account Banks (and/or Collection Account Banks) to transfer on daily basis all collected and available funds on deposit in each Concentration Account (and/or Collection Account Bank) to the Agent Account.

Collection of Transferred Receivables. In connection with Except as otherwise provided in this Section 8.06(d), the collection of Servicer shall continue to collect or cause to be collected, at its sole cost and expense, all amounts due or to become due to the Borrower Seller under the Transferred Receivables, the Borrower Seller Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementSeller Collateral. In connection therewith, the Borrower shall, or shall cause Seller and the Servicer to, shall each take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Seller Assigned Agreements and the other Borrower Seller Collateral; provided provided, that the Borrower Seller or the Servicer may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Account, an amount equal to account of the Applicable PurchaserPurchasers the Outstanding Balance of any such Transferred Receivable; provided further further, that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith faith, believes that an Incipient Termination Event or a Termination Event is imminentimminent or deems any Purchaser’s rights or interests in the Transferred Receivables, the Seller Assigned Agreements or any other Seller Collateral insecure, then the Administrative Agent may, without prior notice to the Borrower, any Originator Seller or the Servicer, (x) exercise its right notify or cause the Servicer to take exclusive ownership and control of the Accounts in accordance with the terms applicable Account Agreement and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Seller Assigned Agreements of the pledge assignment of such Transferred Receivables or Borrower Seller Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties Purchasers hereunder and direct that payments of all amounts due or to become due to the Borrower Seller thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the BorrowerSeller and the Servicer, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Seller Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementCollateral, the Borrower shall, or Servicer shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, Buyer may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided that the Borrower applicable Originator may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Account, Buyer an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further that if . If (i) an Incipient Termination Event or a Termination Trigger Event shall have occurred and be continuing or (ii) the Administrative Agent, Buyer in good faith believes that an Incipient Termination Event or a Termination Trigger Event is imminent, then the Administrative Agent Buyer may, without prior notice to the Borrower, any Originator or the Servicer, (x) exercise its right to take exclusive ownership and control of (1) the Collections and the Collection Accounts in accordance with the terms of the applicable Collection Account Agreement Agreements and (2) the Concentration Account and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the sale to Buyer of such Transferred Receivables and of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties hereunder and direct that payments of all amounts due or to become due to the Borrower Buyer thereunder be made directly to the Administrative Agent Buyer or any servicer, collection agent or lockbox Lockbox or other account designated by the Administrative Agent and, upon such notification Buyer and at the sole cost and expense of the Borrower, the Administrative Agent Buyer may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent Buyer shall provide prompt notice to the Borrower and the Servicer of any such notification of assignment, pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale Agreement, the Borrower shall, or shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided that the Borrower may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further provided, further, that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith believes that an Incipient Termination Event or a Termination Event is imminent, then the Administrative Agent may, without prior notice to the Borrower, any Originator Seller or the Servicer, (x) exercise its right to take exclusive ownership and control of (1) the Lockboxes and the Collection Accounts in accordance with the terms of the applicable Collection Account Agreement Agreements and (2) the Concentration Account and the Borrower Account (in which case the Servicer shall be required, pursuant to the Sale Agreement, to deposit any Collections it then has in its possession or at any time thereafter receives, immediately in the Agent Account) and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent (on behalf of itself and the other Secured Parties Parties) hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the Borrower, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with Except as otherwise provided in this Section 8.05(c), the collection of Servicer shall continue to collect or cause to be collected, at its sole cost and expense, all amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementCollateral. In connection therewith, the Borrower shall, or shall cause and the Servicer to, shall take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative AgentLender, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided that the Borrower or the Servicer may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative AgentLender, for deposit into the Agent Collection Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further provided, further, that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith believes that an Incipient Termination Event or a Termination Event is imminentcontinuing, then the Administrative Agent Lender may, without prior notice to the Borrower, any Originator Borrower or the Servicer, (x) exercise its right to take exclusive ownership and control of the Accounts in accordance with the terms applicable Account Agreement and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties Lender hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent Lender or any servicer, collection agent or lockbox or other account designated by the Administrative Agent Lender and, upon such notification and at the sole cost and expense of the Borrower, the Administrative Agent Lender may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent Lender shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale Agreement, the Borrower shall, or shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided that the Borrower may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith believes that an Incipient Termination Event or a Termination Event is imminent, then the Administrative Agent may, without prior notice to the Borrower, any Originator or the Servicer, (x) exercise its right to take exclusive ownership and control of the Accounts in accordance with the terms applicable Account Agreement and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the pledge of such Transferred Receivables or Borrower 744861979 10435078 Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the Borrower, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with Except as otherwise provided in this Section 5.09, the collection of Servicer shall continue to collect or cause to be collected, at its sole cost and expense, all amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementCollateral. In connection therewith, the Borrower shall, or shall cause and the Servicer to, shall take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided provided, that the Borrower or the Servicer may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Accountaccount of the Applicable Lender (in accordance with its Advances), an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further further, that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith believes that an Incipient Termination Event or a Termination Event is imminentcontinuing, then the Administrative Agent may, without prior notice to the Borrower, any Originator Borrower or the Servicer, (x) exercise its right to take exclusive ownership and control of the Accounts in accordance with the terms applicable Account Agreement and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the pledge assignment of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties Lenders hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the BorrowerBorrower and the Servicer, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge assignment or direction of payment to the Obligors under any Transferred Receivables.. Section 5.10

Collection of Transferred Receivables. In connection with Except as otherwise provided in this Section 8.06(d), the collection of Servicer shall continue to collect or cause to be collected, at its sole cost and expense, all amounts due or to become due to the Borrower Seller under the Transferred Receivables, the Borrower Seller Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementSeller Collateral. In connection therewith, the Borrower shall, or shall cause Seller and the Servicer to, shall each take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Seller Assigned Agreements and the other Borrower Seller Collateral; provided provided, that the Borrower Seller or the Servicer may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Account, an amount equal to account of the Applicable Purchaser the Outstanding Balance of any such Transferred Receivable; provided further further, that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith faith, believes that an Incipient Termination Event or a Termination Event is imminentimminent or deems any Purchaser’s rights or interests in the Transferred Receivables, the Seller Assigned Agreements or any other Seller Collateral insecure, then the Administrative Agent may, without prior notice to the Borrower, any Originator Seller or the Servicer, (x) exercise its right notify or cause the Servicer to take exclusive ownership and control of the Accounts in accordance with the terms applicable Account Agreement and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Seller Assigned Agreements of the pledge assignment of such Transferred Receivables or Borrower Seller Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties Purchasers hereunder and direct that payments of all amounts due or to become due to the Borrower Seller thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the BorrowerSeller and the Servicer, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Seller Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementCollateral, the Borrower shall, or Servicer shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, Buyer may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided that the Borrower applicable Originator may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative AgentBuyer, for deposit into the Agent Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further that if . If (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, Buyer in good faith believes that an Incipient Termination Event or a Termination Event is imminent, then the Administrative Agent Buyer may, without prior notice to the Borrower, any Originator or the Servicer, (x) exercise its right to take exclusive ownership and control of (1) the Collections, the Collection Accounts and the Concentration Accounts in accordance with the terms of the applicable Collection Account Agreement or 38 Concentration Account Agreement, as applicable, and (2) the Borrower Account in accordance with the Borrower Account Agreement (in which case the Servicer shall be required to deposit any Collections it then has in its possession or at any time thereafter receives, immediately in the relevant Concentration Account) and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the sale to Buyer of such Transferred Receivables and of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties hereunder and direct that payments of all amounts due or to become due to the Borrower Buyer thereunder be made directly to the Administrative Agent Buyer or any servicer, collection agent or lockbox or other account Account designated by the Administrative Agent and, upon such notification Buyer and at the sole cost and expense of the Borrower, the Administrative Agent Buyer may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent Buyer shall provide prompt notice to the Borrower and the Servicer of any such notification of assignment, pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower under the Transferred Receivables, the Receivables Funding and Administration Agreement Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale Agreement, the Borrower shall, or shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided that the Borrower may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further provided, further, that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith believes that an Incipient Termination Event or a Termination Event is imminent, then the Administrative Agent may, without prior notice to the Borrower, any Originator Seller or the Servicer, (x) exercise its right to take exclusive ownership and control of (1) the Lockboxes and the Collection Accounts in accordance with the terms of the applicable Collection Account Agreement Agreements and (2) the Concentration Account and the Borrower Account (in which case the Servicer shall be required, pursuant to the Sale Agreement, to deposit any Collections it then has in its possession or at any time thereafter receives, immediately in the Agent Account) and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent (on behalf of itself and the other Secured Parties Parties) hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the Borrower, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower Seller under the Transferred Receivables, the Borrower Seller Assigned Agreements and any other Borrower Seller Collateral pursuant to the Sale Agreement, the Borrower Seller shall, or shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Seller Assigned Agreements and the other Borrower Seller Collateral; provided that the Borrower Seller may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Master Agent Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further provided, further, that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith believes that an Incipient Termination Event or a Termination Event is imminentcontinuing, then the Administrative Agent may, without prior notice to the Borrower, any Originator Seller or the Servicer, (x) exercise its right any rights with respect to take exclusive ownership and control of the Lockboxes and the Lockbox Accounts in accordance with the terms of the applicable Lockbox Account Agreement Agreements (in which case the Servicer shall be required, pursuant to the Sale Agreement, to deposit any Collections it then has in its possession or at any time thereafter receives, immediately in them Master Agent Account) and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Seller Assigned Agreements of the pledge of such Transferred Receivables or Borrower Seller Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties Purchasers hereunder and direct that payments of all amounts due or to become due to the Borrower Seller thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the BorrowerSeller, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Seller Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower Seller and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with Except as otherwise provided in this Section 8.05(d), the collection of Servicer shall continue to collect or cause to be collected, at its sole cost and expense, all amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale Agreement, the Borrower shall, or shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided that the Borrower may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further that if (i) . If an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith believes that an Incipient Termination Event or a Termination Event is imminentcontinuing, then the Administrative Agent may, without prior notice to the Borrower, any Originator Borrower or the Servicer, (x) exercise its right to take exclusive ownership and control of (1) the Lockboxes and the Collection Accounts in accordance with the terms of the applicable Collection Account Agreement Agreements and (2) of the Concentration Account and the Borrower Account (in which case the Servicer shall be required to deposit any Collections it then has in its possession or at any time thereafter receives, immediately in the Agent Account) and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties Lenders hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the Borrower, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementCollateral, the Borrower shall, or Servicer shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, Buyer may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided that the Borrower applicable Originator may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative AgentBuyer, for deposit into the Agent Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further that if . If (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, Buyer in good faith believes that an Incipient Termination Event or a Termination Event is imminent, then the Administrative Agent Buyer may, without prior notice to the Borrower, any Originator or the Servicer, (x) exercise its right to take exclusive ownership and control of (1) the Collections, the Collection Accounts and the Concentration Accounts in accordance with the terms of the applicable Collection Account Agreement or Concentration Account Agreement, as applicable, and (2) the Borrower Account in accordance with the Borrower Account Agreement (in which case the Servicer shall be required to deposit any Collections it then has in its possession or at any time thereafter receives, immediately in the 745039911 21696099 39 relevant Concentration Account) and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the sale to Buyer of such Transferred Receivables and of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties hereunder and direct that payments of all amounts due or to become due to the Borrower Buyer thereunder be made directly to the Administrative Agent Buyer or any servicer, collection agent or lockbox or other account Account designated by the Administrative Agent and, upon such notification Buyer and at the sole cost and expense of the Borrower, the Administrative Agent Buyer may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent Buyer shall provide prompt notice to the Borrower and the Servicer of any such notification of assignment, pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale Agreement, the Borrower shall, or shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, may reasonably deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided that the Borrower may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, Agent for deposit into application against the Agent AccountObligations, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further provided, further, that if (i) an Incipient Termination Event or a Termination Trigger Event shall have occurred and be continuing or (ii) the Administrative Agent, Agent in good faith believes that an Incipient Termination Event or a Termination Trigger Event is imminent, then the Administrative Agent may, without prior notice to the Borrower, any Originator Seller or the Servicer, (x) exercise its right to take exclusive ownership and control of the Lockboxes and the Collection Accounts in accordance with the terms of the applicable Collection Account Agreement Agreements and (y) exercise its right to take exclusive ownership and control of the Concentration Account by delivering a Notice of Exclusive Control to the Concentration Account Bank in accordance with the Concentration Account Agreement. Further, if a Trigger Event shall have occurred and be continuing, the Administrative Agent may notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent (on behalf of itself and the other Secured Parties Parties) hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the Borrower, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale Agreement, the Borrower shall, or shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided that the Borrower may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Account, Receivables Funding and Administration Agreement an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further provided, further, that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith believes that an Incipient Termination Event or a Termination Event is imminent, then the Administrative Agent may, without prior notice to the Borrower, any Originator Seller or the Servicer, (x) exercise its right to take exclusive ownership and control of (1) the Lockboxes and the Collection Accounts in accordance with the terms of the applicable Collection Account Agreement Agreements and (2) the Concentration Account and the Borrower Account (in which case the Servicer shall be required, pursuant to the Sale Agreement, to deposit any Collections it then has in its possession or at any time thereafter receives, immediately in the Agent Account) and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties Lenders hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the Borrower, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with Except as otherwise provided in this Section 8.06(d), the collection of Servicer shall continue to collect or cause to be collected, at its sole cost and expense, all amounts due or to become due to the Borrower Seller under the Transferred Receivables, the Borrower Seller Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementSeller Collateral. In connection therewith, the Borrower shall, or shall cause Seller and the Servicer to, shall take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Seller Assigned Agreements and the other Borrower Seller Collateral; provided provided, that the Borrower Seller may, rather than commencing having the Servicer commence any such action or taking any other enforcement action, at its option, elect to pay to the Administrative AgentApplicable Purchaser (in accordance with its Purchaser Interests), for deposit into the Agent Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further further, that if (i) an Incipient Termination Event the Administrative Agent has taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), then the Administrative Agent may without prior notice to the Seller or a Termination Event shall have occurred the Servicer, exercise its rights and be continuing or remedies with respect to the Lockbox Accounts and Deposit Accounts under Sections 6.01 and 6.03, and (ii) if the Administrative AgentAgent has taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), (caused by the occurrence and continuation of a Cash Management Event other than the events specified in good faith believes that an Incipient Termination Event or a Termination Event is imminentclauses (e)(i) and (g) in the definition thereof), then the Administrative Agent may, without prior notice to the Borrower, any Originator Seller or the Servicer, (x) exercise its right to take exclusive ownership and control of the Accounts in accordance with the terms applicable Account Agreement and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Seller Assigned GE Capital Corporation/Blue Hill II, Inc. Amended and Restated Receivables Purchase and Servicing Agreement Agreements of the pledge assignment of such Transferred Receivables or Borrower Seller Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties Purchasers hereunder and direct that payments of all amounts due or to become due to the Borrower Seller thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and if a Termination Event has occurred and is continuing, at the sole cost and expense of the BorrowerSeller and the Servicer, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Seller Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with Except as otherwise ------------------------------------- provided in this Section 8.06(d), the collection of Servicer shall continue to collect or --------------- cause to be collected, at its sole cost and expense, all amounts due or to become due to the Borrower Seller under the Transferred Receivables, the Borrower Seller Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementSeller Collateral. In connection therewith, the Borrower shall, or Servicer shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Collateral Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Seller Assigned Agreements and the other Borrower Seller Collateral; provided provided, that the Borrower -------- Seller or Servicer may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Account, an amount equal to Purchaser the Outstanding Balance of any such Transferred Receivable; provided further further, that -------- ------- if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Operating Agent, in good faith faith, believes that an Incipient Termination Event or a Termination Event is imminentimminent or deems the Purchaser's rights or interests in the Transferred Receivables, the Seller Assigned Agreements or any other Seller Collateral insecure, then the Administrative Collateral Agent may, without prior notice to the Borrower, any Originator Seller or the Servicer, (x) exercise its right to take exclusive ownership and control of the Accounts in accordance with the terms applicable Account Agreement and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Seller Assigned Agreements of the pledge assignment of such Transferred Receivables or Borrower Seller Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties Purchaser hereunder and direct that payments of all amounts due or to become due to the Borrower Seller thereunder be made directly to the Administrative Collateral Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Collateral Agent and, upon such notification and at the sole cost and expense of the BorrowerServicer, the Administrative Collateral Agent may enforce collection of any such Transferred Receivable or the Borrower Seller Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with Except as otherwise provided in this Section 8.06(d), the collection of Servicer shall continue to collect or cause to be collected, at its sole cost and expense, all amounts due or to become due to the Borrower Seller under the Transferred Receivables, the Borrower Seller Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementSeller Collateral. In connection therewith, the Borrower shall, or shall cause Seller and the Servicer to, shall take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Seller Assigned Agreements and the other Borrower Seller Collateral; provided provided, that the Borrower Seller may, rather than commencing having the Servicer commence any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Accountaccount of the Applicable Purchaser (in accordance with its Purchaser Interests), an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further further, that if (i) an Incipient Termination Event the Administrative Agent has taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), then the Administrative Agent may without prior notice to the Seller or a Termination Event shall have occurred the Servicer, exercise its rights and be continuing or remedies with respect to the Lockbox Accounts and Deposit Accounts under Sections 6.01 and 6.02, and (ii) if the Administrative AgentAgent has taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), (caused by the occurrence and continuation of a Cash Management Event other than the events specified in good faith believes that an Incipient Termination Event or a Termination Event is imminentclauses (e)(i) and (g) in the definition thereof), then the Administrative Agent may, without prior notice to the Borrower, any Originator Seller or the Servicer, (x) exercise its right to take exclusive ownership and control of the Accounts in accordance with the terms applicable Account Agreement and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Seller Assigned Agreements of the pledge assignment of such Transferred Receivables or Borrower Seller Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties Purchasers hereunder and direct that payments of all amounts due or to become due to the Borrower Seller thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and if a Termination Event has occurred and is continuing, at the sole cost and expense of the BorrowerSeller and the Servicer, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Seller Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale Agreement, the Borrower shall, or shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance continuation of a Termination Event, the Administrative Agent or any Group Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral, in each case in compliance with applicable law and in a manner consistent with the Credit and Collection Policies; provided that the Borrower may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent a Collection Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further provided, further, that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) upon the Administrative Agentoccurrence of any Exclusive Account Control Trigger, in good faith believes that an Incipient Termination Event or a Termination Event is imminent, then the Administrative Agent maymay (and at the direction of any Group Agent, shall), without prior notice to the Borrower, any Originator Borrower or the Servicer, (x) exercise its right to take exclusive ownership and control of the Collections, the Lockboxes and the Collection Accounts in accordance with the terms of the applicable Collection Account Agreement Agreements (in which case the Servicer shall be required, pursuant to the Sale Agreement, to deposit any Collections it then has in its possession or at any time thereafter receives, immediately in a Collection Account) and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the Borrower, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with the collection of amounts due or to become due to the Borrower under the Transferred Receivables, the Borrower Assigned Agreements and any other Borrower Collateral pursuant to the Sale Agreement, the Borrower shall, or shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided that the Borrower may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Account, an amount equal to the Outstanding Balance of any such Transferred Receivable; provided further provided, further, that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Agent, in good faith believes that an Incipient Termination Event or a Termination Event is imminentcontinuing, then the Administrative Agent may, without prior notice to the Borrower, any Originator Seller or the Servicer, (x) exercise its right rights under the Account Agreements (in which case the Servicer shall be required, pursuant to take exclusive ownership and control of the Accounts Sale Agreement, to deposit any Collections it then has in accordance with its possession or at any time thereafter receives, immediately in a Collection Account or, if directed by the terms applicable Account Agreement Administration Agent, in the Agent Account) and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties Lenders hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Agent and, upon such notification and at the sole cost and expense of the Borrower, the Administrative Agent may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables.

Collection of Transferred Receivables. In connection with Except as otherwise provided in this Section 8.06(d), the collection of Seller shall continue to collect or cause to be collected, at its sole cost and expense, all amounts due or to become due to the Borrower Seller under the Transferred Receivables, the Borrower Seller Assigned Agreements and any other Borrower Collateral pursuant to the Sale AgreementSeller Collateral. In connection therewith, the Borrower shall, or Seller shall cause the Servicer to, take such action as it, and from and after the occurrence and during the continuance of a Termination Event, the Administrative Collateral Agent, may deem reasonably necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Seller Assigned Agreements and the other Borrower Seller Collateral; provided provided, that the Borrower Seller may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Administrative Agent, for deposit into the Agent Account, an amount equal to Purchaser the Outstanding Balance of any such Transferred Receivable; provided further further, that if (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) the Administrative Operating Agent, in good faith faith, believes that an Incipient Termination Event or a Termination Event is imminentimminent or deems the Purchaser's rights or interests in the Transferred Receivables, the Seller Assigned Agreements or any other Seller Collateral insecure, then the Administrative Collateral Agent may, without prior notice to the Borrower, any Originator or the ServicerSeller, (x) exercise its right rights and remedies with respect to take exclusive ownership the Lockbox Accounts under Section 6.01 and control of the Accounts in accordance with the terms applicable Account Agreement and Section 6.02 and/or (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Seller Assigned Agreements of the pledge assignment of such Transferred Receivables or Borrower Seller Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties Purchaser hereunder and direct that payments of all amounts due or to become due to the Borrower Seller thereunder be made directly to the Administrative Collateral Agent or any servicer, collection agent or lockbox or other account designated by the Administrative Collateral Agent and, upon such notification and at the sole cost and expense of the BorrowerSeller, the Administrative Collateral Agent may enforce collection of any such Transferred Receivable or the Borrower Seller Assigned Agreements and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall provide prompt notice to the Borrower and the Servicer of any such notification of pledge or direction of payment to the Obligors under any Transferred Receivables.(e)