Common use of Designation of Collection Agent Clause in Contracts

Designation of Collection Agent. The servicing, ------------------------------- administration and collection of the Transferred Receivables shall be conducted by such Person (the "Collection Agent") so designated hereunder from time to ---------------- time. Until the Transferee or its assignee gives notice to the Originator of the designation of a new Collection Agent, the Originator is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Originator agrees that such notice may be given at any time in the Transferee's or assignee's discretion. Upon the Originator's receipt of such notice, the Originator agrees that it will terminate its activities as Collection Agent hereunder in a manner which the Transferee (or its designee) believes will facilitate the transition of the performance of such activities to the new Collection Agent, and the Originator shall use its best efforts to assist the Transferee (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Collection Agent and access to all employees and officers of the Originator responsible with respect thereto. The Transferee at any time after giving such notice may designate as Collection Agent any Person (including itself) to succeed the Originator or any successor Collection Agent, if such Person shall consent and agree to the terms hereof. The Collection Agent may, with the prior consent of the Transferee, subcontract with any other Person for the servicing, administration or collection of Transferred Receivables. Any such subcontract shall not affect the Collection Agent's liability for performance of its duties and obligations pursuant to the terms hereof.

Designation of Collection Agent. (a) The servicing, ------------------------------- administration and collection of the Transferred Receivables shall be conducted by such Person (the "Collection Agent") so designated hereunder from time to ---------------- timetime in accordance with this Section 6. 1. Until the Transferee or its assignee gives notice to the Originator of the designation of a new Collection Agent, the Originator The Seller is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereofof this Agreement. The Originator agrees that such notice Agent may be given at any time in the Transferee's or assignee's discretion. Upon the Originator's receipt of such notice, the Originator agrees that it will terminate its activities as Collection Agent hereunder in a manner which the Transferee (or its designee) believes will facilitate the transition of the performance of such activities to the new Collection Agent, and the Originator shall use its best efforts to assist the Transferee (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Collection Agent and access to all employees and officers of the Originator responsible with respect thereto. The Transferee at any time after giving such notice may designate as Collection Agent any Person (including itself) to succeed the Originator Seller or any successor Collection Agent. (b) The Seller is permitted to delegate, if such Person shall consent and agree the Seller hereby advises the Purchasers and the Agent that it has delegated, to the terms hereof. The Collection Agent mayOriginator, with the prior consent as subservicer of the Transferee, subcontract with any other Person for the servicing, administration or collection of Transferred Receivables. Any such subcontract shall not affect the Collection Agent's liability for performance , all of its duties and obligations pursuant responsibilities as Collection Agent hereunder. The Originator has delegated certain of its duties and responsibilities as more particularly described on Schedule B hereto. Notwithstanding the foregoing, (i) the Seller shall be and remain primarily liable to the terms hereofAgent and the Purchasers for the full and prompt performance of all duties and responsibilities of the Collection Agent hereunder and (ii) the Agent and the Purchasers shall be entitled to deal exclusively with the Seller in matters relating to the discharge by the Collection Agent of its duties and responsibilities hereunder, and the Agent and the Purchasers shall not be required to give notice, demand or other communication to any Person other than the Seller in order for communication to the Collection Agent and its respective delegatees and subservicers in respect thereof to be accomplished. The Seller, at all times that it is the Collection Agent, shall be responsible for providing its delegatees and subservicers with any notice given under this Agreement. Without the prior written consent of the Required Investors, the Seller shall not be permitted to delegate any of its duties or responsibilities as Collection Agent to any Person other than the Originator, and the Originator shall not be permitted to further delegate to any other Person any of the duties or responsibilities of the Collection Agent delegated to it by the Seller.

Designation of Collection Agent. The servicing, ------------------------------- administration administration, collection and collection management of the Transferred Pool Receivables shall be conducted by such the Person (the "Collection Agent") so designated hereunder from time to ---------------- timetime (such Person, the "Collection Agent"). Until the Transferee Administrative Agent (with the consent or its assignee at the direction of the Required Committed Lenders) gives notice to the Originator Borrower and the European Purchaser of the designation of a new Collection AgentAgent (which notice may be given at any time following the occurrence and during the continuation of a Collection Agent Default), the Originator TRW U.S. is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereofof this Agreement and the other Transaction Documents. TRW U.S. may not resign from the obligations and liabilities hereby imposed on it. The Originator agrees that such notice may be given Administrative Agent may, and at any time in the Transferee's or assignee's discretion. Upon the Originator's receipt of such notice, the Originator agrees that it will terminate its activities as Collection Agent hereunder in a manner which the Transferee (or its designee) believes will facilitate the transition direction of the performance of such activities to the new Collection AgentRequired Committed Lenders shall, and the Originator shall use its best efforts to assist the Transferee (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Collection Agent and access to all employees and officers of the Originator responsible with respect thereto. The Transferee at any time after giving such notice may the occurrence and during the continuation of a Collection Agent Default, designate as Collection Agent any Person (including itself) to succeed the Originator TRW U.S. or any successor Collection Agent, if on such Person terms and conditions as the Administrative Agent and such successor Collection Agent shall consent and agree to the terms hereofagree. The Collection Agent may, with the prior consent of the TransfereeRequired Committed Lenders, subcontract with any other Person for the servicing, administration administration, collection or collection management of Transferred Receivablesthe Receivables (each such Person a "Sub-Collection Agent"); provided that TRW U.S. may without such consent delegate its duties as Collection Agent hereunder to any Affiliate. Any such subcontract or delegation shall not affect the Collection Agent's liability for performance of its duties and obligations pursuant to the terms hereof. Without limiting the generality of the foregoing, any action taken or omitted to be taken by any Person that has entered into a subcontract with the Collection Agent or to whom the Collection Agent has delegated any of its duties (including, without limitation, any Seller) shall be deemed to be an action or omission by the Collection Agent (including, without limitation, for purposes of determining whether any Receivable is a Diluted Receivable and for purposes of Sections 2.6 of this Agreement and 10.01 of the Receivables Loan Agreement).

Designation of Collection Agent. (a) The servicing, ------------------------------- administration and collection of the Transferred Receivables shall be conducted by such Person (the "“Collection Agent"”) so designated hereunder from time to ---------------- timetime in accordance with this Section 8.1. Until the Transferee or its assignee gives notice to the Originator of the designation of a new Collection Agent, the Originator Ferro is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereofof this Agreement. The Originator agrees that such notice At any time after the occurrence of an Amortization Event, the Agent, the LC Bank and the Purchasers may be given at any time in the Transferee's or assignee's discretion. Upon the Originator's receipt of such notice, the Originator agrees that it will terminate its activities as Collection Agent hereunder in a manner which the Transferee (or its designee) believes will facilitate the transition of the performance of such activities to the new Collection Agent, and the Originator shall use its best efforts to assist the Transferee (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Collection Agent and access to all employees and officers of the Originator responsible with respect thereto. The Transferee at any time after giving such notice may designate as Collection Agent any Person (including itself) to succeed the Originator Ferro or any successor Collection Agent, if such Person shall consent and agree . (b) Ferro may delegate to the terms hereof. The other Originators, as sub-Collection Agent may, with the prior consent Agents of the Transferee, subcontract with any other Person for the servicing, administration or collection of Transferred Receivables. Any such subcontract shall not affect the Collection Agent's liability for performance , certain of its duties and obligations pursuant responsibilities as Collection Agent hereunder in respect of the Receivables originated by such Originators. Without the prior written consent of the Agent, the LC Bank and the Purchasers, the Collection Agent shall not be permitted to delegate any of its duties or responsibilities as Collection Agent to any Person other than (i) the other Originators, and (ii) with respect to certain Charged-Off Receivables, outside collection agencies in accordance with its customary practices. Seller shall not be permitted to further delegate to any other Person any of the duties or responsibilities of Collection Agent delegated to it by Ferro. If at any time following the occurrence of an Amortization Event, the Agent shall designate as Collection Agent any Person other than Ferro, all duties and responsibilities theretofore delegated by Ferro to Seller or any Originator may, at the discretion of the Agent, be terminated forthwith on notice given by the Agent to Ferro and the Seller or such Originator, as applicable. (c) Notwithstanding the foregoing subsection (b), (i) Collection Agent shall be and remain primarily liable to the terms hereofAgent, the LC Bank and the Purchasers for the full and prompt performance of all duties and responsibilities of the Collection Agent hereunder and (ii) the Agent, the LC Bank and the Purchasers shall be entitled to deal exclusively with Collection Agent in matters relating to the discharge by the Collection Agent of its duties and responsibilities hereunder. The Agent, the LC Bank and the Purchasers shall not be required to give notice, demand or other communication to any Person other than Collection Agent in order for communication to the Collection Agent and its sub-Collection Agent or other delegate with respect thereto to be accomplished. Collection Agent, at all times that it is the Collection Agent, shall be responsible for providing any sub-Collection Agent or other delegate of the Collection Agent with any notice given to the Collection Agent under this Agreement.

Designation of Collection Agent. (a) The servicing, ------------------------------- administration and collection of the Transferred Receivables shall be conducted by such Person (the "“Collection Agent"”) so designated hereunder from time to ---------------- timetime in accordance with this Section 6. 1. Until the Transferee or its assignee gives notice to the Originator of the designation of a new Collection Agent, the Originator The SellerOriginator is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereofof this Agreement. The Agent may at any time, and at the direction of any Managing Agent, shall, designate as Collection Agent a Person to succeed the SellerOriginator or any successor Collection Agent. (b) The Seller is permitted to delegate, and the Seller hereby advises the Purchasers, the Agent and the Managing Agents that it has delegated, to the Originator, as “Subservicer” of the Collection Agent, all of its duties and responsibilities as Collection Agent hereunder. The Originator agrees that such notice may be given at any time in the Transferee's or assignee's discretion. Upon the Originator's receipt has delegated certain of such notice, the Originator agrees that it will terminate its activities duties and responsibilities as Collection Agent hereunder in a manner which as more particularly described on Schedule B hereto. Notwithstanding the Transferee foregoing, (or its designeei) believes will facilitate the transition SellerOriginator shall be and remain primarily liable to the Agent, the Managing Agents and the Purchasers for the full and prompt performance of all duties and responsibilities of the performance of such activities Collection Agent hereunder and (ii) the Agent, the Managing Agents and the Purchasers shall be entitled to deal exclusively with the SellerOriginator in matters relating to the new discharge by the Collection Agent of its duties and responsibilities hereunder, and the Agent, the Managing Agent and the Purchasers shall not be required to give notice, demand or other communication to any Person other than the SellerOriginator in order for communication to the Collection Agent and its respective delegatees and Subservicerssubservicers in respect thereof to be accomplished. The SellerOriginator, at all times that it is the Collection Agent, shall be responsible for providing its delegatees and Subservicerssubservicers with any notice given under this Agreement. Without the prior written consent of each Managing Agent and the Required Investors, the SellerOriginator shall not be permitted to delegate any of its duties or responsibilities as Collection Agent to any Person other than the Originator, and the Originator shall use its best efforts not be permitted to assist the Transferee (or its designee) further delegate to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Collection Agent and access to all employees and officers of the Originator responsible with respect thereto. The Transferee at any time after giving such notice may designate as Collection Agent any Person (including itself) to succeed the Originator or any successor Collection Agent, if such Person shall consent and agree to the terms hereof. The Collection Agent may, with the prior consent of the Transferee, subcontract with any other Person for any of the servicing, administration duties or collection responsibilities of Transferred Receivables. Any such subcontract shall not affect the Collection Agent's liability for performance of its duties and obligations pursuant Agent delegated to it by the terms hereofSeller.

Designation of Collection Agent. The servicing, ------------------------------- administration and collection of the Transferred Receivables shall be conducted by such Person (the "Collection AgentCOLLECTION AGENT") so designated hereunder from time to ---------------- time. Until the Transferee Purchaser or its assignee gives notice to the Originator Seller of the designation of a new Collection AgentAgent following the occurrence and during the continuance of a Collection Agent Default, the Originator Seller is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Originator agrees that such notice may be given at any time in the Transferee's or assignee's discretion. Upon the OriginatorSeller's receipt of such notice, the Originator Seller agrees that it will terminate its activities as Collection Agent hereunder in a manner which the Transferee Purchaser (or its designee) believes will facilitate the transition of the performance of such activities to the new Collection Agent, and the Originator Seller shall use its best commercially reasonable efforts to assist the Transferee Purchaser (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Collection Agent and access to all employees and officers of the Originator Seller responsible with respect thereto. The Transferee Purchaser at any time after giving such notice may designate as Collection Agent any Person (including itself) to succeed the Originator Seller or any successor Collection Agent, if such Person shall consent and agree to the terms hereof. The Collection Agent may, with the prior consent of the TransfereePurchaser, subcontract with any other Person for the servicing, administration or collection of Transferred Receivables. Any such subcontract shall not affect the Collection Agent's liability for performance of its duties and obligations pursuant to the terms hereof.

Designation of Collection Agent. The servicing, ------------------------------- administration and collection of the Transferred Receivables and Participated Receivables shall be conducted by such Person (the "Collection Agent") Agent so designated hereunder from time to ---------------- time. Until the Transferee or its assignee Administrative Agent gives notice to the Originator Borrower of the designation of a new Collection AgentAgent in accordance with the terms hereof, the Originator HQ is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Originator agrees that such notice may be given at any time in the Transferee's or assignee's discretion. Upon the Originator's receipt of such notice, the Originator agrees that it will terminate its activities as Collection Agent hereunder in a manner which the Transferee (or its designee) believes will facilitate the transition of the performance of such activities to the new Collection Agent, and the Originator shall use its best efforts to assist the Transferee (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Collection Agent and access to all employees and officers of the Originator responsible with respect thereto. The Transferee at At any time after giving such notice the occurrence and during the continuance of a Collection Agent Default (and then, only after the RFA Termination Date or earlier if permitted under the RFA Intercreditor Agreement), the Administrative Agent may and, at the request of the Required Lenders, the Administrative Agent shall designate as Collection Agent any Person (including itself) to succeed the Originator Parent or any successor Collection Agent, if such Person shall consent and agree to the terms hereof. The Collection Agent may, with the prior consent of the TransfereeAdministrative Agent, subcontract with any other Person (except that in the case of an Originator no such consent is required) for the servicing, administration or collection of Transferred the Receivables and Participated Receivables. Any such subcontract shall not affect the Collection Agent's ’s liability for performance of its duties and obligations pursuant to the terms hereof, and any such subcontract shall automatically terminate upon designation of a successor Collection Agent. The foregoing to the contrary notwithstanding (but subject to the RFA Intercreditor Agreement), until the RFA Termination Date, the “Collection Agent” under, and as defined in, the Receivables Financing Agreement from time to time shall be the Collection Agent hereunder and the right of the Administrative Agent to designate any successor Collection Agent shall be subject to the prior right of the RFA Program Agent to designate the “Collection Agent” under the Receivables Financing Agreement.

Designation of Collection Agent. (a) The servicing, ------------------------------- administration and collection of the Transferred Receivables shall be conducted by such Person (the "“Collection Agent"”) so designated hereunder from time to ---------------- timetime in accordance with this Section 8.1. Until the Transferee or its assignee gives notice to the Originator of the designation of a new Collection Agent, the Originator Ferro is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereofof this Agreement. The Originator agrees that such notice At any time after the occurrence of an Amortization Event, the Agent and the Purchasers may be given at any time in the Transferee's or assignee's discretion. Upon the Originator's receipt of such notice, the Originator agrees that it will terminate its activities as Collection Agent hereunder in a manner which the Transferee (or its designee) believes will facilitate the transition of the performance of such activities to the new Collection Agent, and the Originator shall use its best efforts to assist the Transferee (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Collection Agent and access to all employees and officers of the Originator responsible with respect thereto. The Transferee at any time after giving such notice may designate as Collection Agent any Person (including itself) to succeed the Originator Ferro or any successor Collection Agent, if such Person shall consent and agree . (b) Ferro may delegate to the terms hereof. The other Originators, as sub-Collection Agent may, with the prior consent Agents of the Transferee, subcontract with any other Person for the servicing, administration or collection of Transferred Receivables. Any such subcontract shall not affect the Collection Agent's liability for performance , certain of its duties and obligations pursuant responsibilities as Collection Agent hereunder in respect of the Receivables originated by such Originators. Without the prior written consent of the Purchasers, the Collection Agent shall not be permitted to delegate any of its duties or responsibilities as Collection Agent to any Person other than (i) the other Originators, and (ii) with respect to certain Charged-Off Receivables, outside collection agencies in accordance with its customary practices. Seller shall not be permitted to further delegate to any other Person any of the duties or responsibilities of Collection Agent delegated to it by Ferro. If at any time following the occurrence of an Amortization Event, the Purchasers shall designate as Collection Agent any Person other than Ferro, all duties and responsibilities theretofore delegated by Ferro to Seller or any Originator may, at the discretion of any of the Agent, be terminated forthwith on notice given by the Agent or any Purchaser to the terms hereofAgent or the other Purchaser, as applicable, Ferro and to Seller. (c) Notwithstanding the foregoing subsection (b), (i) Collection Agent shall be and remain primarily liable to the Agent and the Purchasers for the full and prompt performance of all duties and responsibilities of the Collection Agent hereunder and (ii) the Agent and the Purchasers shall be entitled to deal exclusively with Collection Agent in matters relating to the discharge by the Collection Agent of its duties and responsibilities hereunder. The Agent and the Purchasers shall not be required to give notice, demand or other communication to any Person other than Collection Agent in order for communication to the Collection Agent and its sub-Collection Agent or other delegate with respect thereto to be accomplished. Collection Agent, at all times that it is the Collection Agent, shall be responsible for providing any sub-Collection Agent or other delegate of the Collection Agent with any notice given to the Collection Agent under this Agreement.

Designation of Collection Agent. The servicing, ------------------------------- administration and collection of the Transferred Receivables shall be conducted by such Person (the "Collection Agent") so designated hereunder from time to ---------------- time. Until the Transferee Purchaser or its assignee gives notice to the Originator Seller of the designation of a new Collection Agent, the Originator Seller is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Originator Seller agrees that such notice may be given at any time during the existence of an Event of Termination in the TransfereePurchaser's or assignee's discretion. Upon the OriginatorSeller's receipt of such notice, the Originator Seller agrees that it will terminate its activities as Collection Agent hereunder in a manner which the Transferee Purchaser (or its designee) believes will facilitate the transition of the performance of such activities to the new Collection Agent, and the Originator Seller shall use its best efforts to assist the Transferee Purchaser (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Collection Agent and access to all employees and officers of the Originator Seller responsible with respect thereto. The Transferee Purchaser at any time after giving such notice may designate as Collection Agent itself or any Person (including itself) that is a financial institution and/or in the business of servicing pools of receivables to succeed the Originator Seller or any successor Collection Agent, if such Person shall consent and agree to the terms hereof. The Collection Agent may, with the prior consent of the TransfereePurchaser, subcontract with any other Person for the servicing, administration or collection of Transferred Receivables. Any such subcontract shall not affect the Collection Agent's liability for performance of its duties and obligations pursuant to the terms hereof.

Designation of Collection Agent. The servicing, ------------------------------- administration administration, collection and collection management of the Transferred Pool Receivables shall be conducted by such the Person (the "Collection Agent") so designated hereunder from time to ---------------- timetime (such Person, the "Collection Agent"). Until the Transferee Administrative Agent (with the consent or its assignee at the direction of the Required Committed Lenders) gives notice to the Originator Borrower of the designation of a new Collection AgentAgent (which notice may be given at any time following the occurrence and during the continuation of a Collection Agent Default), the Originator TRW U.S. is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereofof this Agreement and the other Transaction Documents. TRW U.S. may not resign from the obligations and liabilities hereby imposed on it. The Originator agrees that such notice may be given Administrative Agent may, and at any time in the Transferee's or assignee's discretion. Upon the Originator's receipt of such notice, the Originator agrees that it will terminate its activities as Collection Agent hereunder in a manner which the Transferee (or its designee) believes will facilitate the transition direction of the performance of such activities to the new Collection AgentRequired Committed Lenders shall, and the Originator shall use its best efforts to assist the Transferee (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Collection Agent and access to all employees and officers of the Originator responsible with respect thereto. The Transferee at any time after giving such notice may the occurrence and during the continuation of a Collection Agent Default, designate as Collection Agent any Person (including itself) to succeed the Originator TRW U.S. or any successor Collection Agent, if on such Person terms and conditions as the Administrative Agent and such successor Collection Agent shall consent and agree to the terms hereofagree. The Collection Agent may, with the prior consent of the TransfereeRequired Committed Lenders, subcontract with any other Person for the servicing, administration administration, collection or collection management of Transferred Receivablesthe Receivables (each such Person a "Sub-Collection Agent"); provided that TRW U.S. may without such consent delegate its duties as Collection Agent hereunder to any Affiliate. Any such subcontract or delegation shall not affect the Collection Agent's liability for performance of its duties and obligations pursuant to the terms hereof. Without limiting the generality of the foregoing, any action taken or omitted to be taken by any Person that has entered into a subcontract with the Collection Agent or to whom the Collection Agent has delegated any of its duties (including, without limitation, any Seller) shall be deemed to be an action or omission by the Collection Agent (including, without limitation, for purposes of determining whether any Receivable is a Diluted Receivable and for purposes of Sections 2.6 of this Agreement and 10.01 of the Receivables Loan Agreement).

Designation of Collection Agent. The servicing, ------------------------------- administration administering and collection of the Transferred Pool Receivables shall be conducted by such Person (the "“Collection Agent"”) so designated hereunder from time to ---------------- timetime in accordance with this Section 6. 01. Until the Transferee or its assignee gives Majority Group Managing Agents give notice to the Originator Borrower of the a designation of a new Collection Agent, the Originator TXU Energy Retail is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Originator agrees that such notice may be given Majority Group Managing Agents may, at any time in upon the Transferee's occurrence of an Event of Termination or assignee's discretion. Upon at any other time with the Originator's receipt of such notice, the Originator agrees that it will terminate its activities as Collection Agent hereunder in a manner which the Transferee (or its designee) believes will facilitate the transition written consent of the performance of such activities to the new Collection AgentBorrower, and the Originator shall use its best efforts to assist the Transferee (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Collection Agent and access to all employees and officers of the Originator responsible with respect thereto. The Transferee at any time after giving such notice may designate as Collection Agent any Person (including itselfany Group Managing Agent but not including any Investor) to succeed the Originator or TXU Energy Retail as Collection Agent, and may at any time designate any Person (including any Group Managing Agent but not including any Investor) to succeed any successor Collection Agent, if on the condition in each case that any such Person so designated shall consent agree to perform the duties and obligations of the Collection Agent pursuant to the terms hereof. For purposes of satisfying the condition contained in the preceding sentence, the Administrative Agent and each Group Managing Agent hereby agree that if and when it accepts the designation of itself as the Collection Agent it shall perform the duties and obligations of the Collection Agent pursuant to the terms hereof. The Collection Agent maymay subcontract with TCEH and, with upon prior written notice to each Group Managing Agent and the prior consent of the TransfereeAdministrative Agent, subcontract with any other Person Subcontractor (including, without limitation, any other Parent Undertaking Provider), in each instance, for servicing, administering or collecting the Pool Receivables, provided that the Collection Agent shall remain liable for the servicing, administration or collection of Transferred Receivables. Any such subcontract shall not affect the Collection Agent's liability for performance of its the duties and obligations of the Collection Agent pursuant to the terms hereofhereof and the Administrative Agent and Group Managing Agents shall be entitled to deal exclusively with the Collection Agent in matters related to the discharge of its duties hereunder, and provided further that the Majority Group Managing Agents may at any time after the occurrence of an Event of Termination deliver a notice in the form of Exhibit H canceling any such Subcontractor’s right to act as Collection Agent.

Designation of Collection Agent. (a) The servicing, ------------------------------- administration and collection of the Transferred Receivables shall be conducted by such Person (the "Collection Agent") so designated hereunder from time to ---------------- timetime in accordance with this Section 6. 1. Until the Transferee or its assignee gives notice to the Originator of the designation of a new Collection Agent, the Originator The Seller is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereofof this Agreement. The Agent may at any time, and at the direction of any Managing Agent, shall, designate as Collection Agent a Person to succeed the Seller or any successor Collection Agent. (b) The Seller is permitted to delegate, and the Seller hereby advises the Purchasers, the Agent and the Managing Agents that it has delegated, to the Originator, as "Subservicer" of the Collection Agent, all of its duties and responsibilities as Collection Agent hereunder. The Originator agrees that such notice may has delegated certain of its duties and responsibilities as more particularly described on Schedule B hereto. Notwithstanding the foregoing, (i) the Seller shall be given at any time and remain primarily liable to the Agent, the Managing Agents and the Purchasers for the full and prompt performance of all duties and responsibilities of the Collection Agent hereunder and (ii) the Agent, the Managing Agents and the Purchasers shall be entitled to deal exclusively with the Seller in matters relating to the Transferee's or assignee's discretion. Upon discharge by the Originator's receipt Collection Agent of such its duties and responsibilities hereunder, and the Agent, the Managing Agent and the Purchasers shall not be required to give notice, demand or other communication to any Person other than the Originator agrees Seller in order for communication to the Collection Agent and its respective delegatees and Subservicers in respect thereof to be accomplished. The Seller, at all times that it will terminate is the Collection Agent, shall be responsible for providing its activities delegatees and Subservicers with any notice given under this Agreement. Without the prior written consent of each Managing Agent and the Required Investors, the Seller shall not be permitted to delegate any of its duties or responsibilities as Collection Agent hereunder in a manner which to any Person other than the Transferee (or its designee) believes will facilitate the transition of the performance of such activities to the new Collection AgentOriginator, and the Originator shall use its best efforts not be permitted to assist the Transferee (or its designee) further delegate to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Collection Agent and access to all employees and officers of the Originator responsible with respect thereto. The Transferee at any time after giving such notice may designate as Collection Agent any Person (including itself) to succeed the Originator or any successor Collection Agent, if such Person shall consent and agree to the terms hereof. The Collection Agent may, with the prior consent of the Transferee, subcontract with any other Person for any of the servicing, administration duties or collection responsibilities of Transferred Receivables. Any such subcontract shall not affect the Collection Agent's liability for performance of its duties and obligations pursuant Agent delegated to it by the terms hereofSeller.

Designation of Collection Agent. The Purchaser shall ------------------------------- have, as against the Seller, the sole right to service, administer and collect the Pool Receivables. Notwithstanding the foregoing, the servicing, ------------------------------- administration administering and collection of the Transferred Pool Receivables shall be conducted by such Person (the "Collection Agent") so designated hereunder from time to ---------------- timetime in accordance with this Section 6.01. Until the Transferee or its assignee Purchaser gives notice to the Originator Seller of the a designation of a new Collection Agent, the Originator Services is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Originator agrees that such notice Purchaser may be given at any time in the Transferee's or assignee's discretion. Upon the Originator's receipt of such notice, the Originator agrees that it will terminate its activities as Collection Agent hereunder in a manner which the Transferee (or its designee) believes will facilitate the transition of the performance of such activities to the new Collection Agent, and the Originator shall use its best efforts to assist the Transferee (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Collection Agent and access to all employees and officers of the Originator responsible with respect thereto. The Transferee at any time after giving such notice may the occurrence of a Designated Event designate as Collection Agent any Person (including itself) to succeed the Originator Services or any successor Collection Agent, if on the condition in each case that any such Person so designated shall consent agree to perform the duties and agree obligations of the Collection Agent pursuant to the terms hereof. The Collection Agent maymay subcontract with the Originator or, with the prior consent of the TransfereePurchaser, subcontract with any other Person for the servicing, administration administering or collection of Transferred collecting the Pool Receivables. Any such subcontract shall not affect , provided that the Collection Agent's liability Agent shall -------- remain liable for the performance of its the duties and obligations of the Collection Agent pursuant to the terms hereof. The Purchaser shall pay to the Collection Agent (other than Services who shall be paid a fee pursuant to Section 2.10 of the Xxxxxx Agreement) a collection fee (the "Collection Agent Fee") of 1/4 of 1% per annum on the average daily amount of Capital of each Share, from the date of the initial Purchase under the Xxxxxx Agreement until the later of the Facility Termination Date or the date on which such Capital is reduced to zero, payable on the last day of each Settlement Period for such Share; provided, however, that, upon three Business Days' notice to the -------- ------- Purchaser, the Collection Agent may (if not Services) elect to be paid, as such fee, another percentage per annum on the average daily amount of Capital of each such Share, but in no event in excess of 110% of all reasonable and appropriate out-of-pocket costs and expenses of such Collection Agent of servicing, collecting and administering the Pool Receivables.

Designation of Collection Agent. The Purchaser shall ------------------------------- have, as against the Seller, the sole right to service, administer and collect the Pool Receivables. Notwithstanding the foregoing, the servicing, ------------------------------- administration administering and collection of the Transferred Pool Receivables shall be conducted by such Person (the "Collection Agent") so designated hereunder from time to ---------------- timetime in accordance with this Section 6.01. Until the Transferee or its assignee Purchaser gives notice to the Originator Seller of the a designation of a new Collection Agent, the Originator Services is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Originator agrees that such notice Purchaser may be given at any time in the Transferee's or assignee's discretion. Upon the Originator's receipt of such notice, the Originator agrees that it will terminate its activities as Collection Agent hereunder in a manner which the Transferee (or its designee) believes will facilitate the transition of the performance of such activities to the new Collection Agent, and the Originator shall use its best efforts to assist the Transferee (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Collection Agent and access to all employees and officers of the Originator responsible with respect thereto. The Transferee at any time after giving such notice may the occurrence of a Designated Event designate as Collection Agent any Person (including itself) to succeed the Originator Services or any successor Collection Agent, if on the condition in each case that any such Person so designated shall consent agree to perform the duties and agree obligations of the Collection Agent pursuant to the terms hereof. The Collection Agent maymay subcontract with the Seller or, with the prior consent of the TransfereePurchaser, subcontract with any other Person for the servicing, administration administering or collection of Transferred collecting the Pool Receivables. Any such subcontract shall not affect , provided that the Collection Agent's liability Agent shall remain -------- liable for the performance of its the duties and obligations of the Collection Agent pursuant to the terms hereof. The Purchaser shall pay to the Collection Agent (other than Services who shall be paid a fee pursuant to Section 2.10 of the Xxxxxx Agreement) a collection fee (the "Collection Agent Fee") of 1/4 of 1% per annum on the average daily amount of Capital of each Share, from the date of the initial Purchase under the Xxxxxx Agreement until the later of the Facility Termination Date or the date on which such Capital is reduced to zero, payable on the last day of each Settlement Period for such Share; provided, however, -------- ------- that, upon three Business Days' notice to the Purchaser, the Collection Agent may (if not Services) elect to be paid, as such fee, another percentage per annum on the average daily amount of Capital of each such Share, but in no event in excess of 110% of all reasonable and appropriate out-of-pocket costs and expenses of such Collection Agent of servicing, collecting and administering the Pool Receivables.