Common use of Enforcement Rights After Designation of New Servicer Clause in Contracts

Enforcement Rights After Designation of New Servicer. (a) At any time following the occurrence of a Termination Event and the designation of a Servicer (other than the Seller or an Affiliate of the Seller) pursuant to Section 7.1: (i) the Agent may direct the Obligors that payment of all amounts payable under any Receivable be made directly to the Agent or its designee; (ii) the SPV shall, at the Agent’s request and at the SPV’s expense, give notice of the Agent’s, the SPV’s, and/or the Investors’ ownership of the Receivables and (in the case of the Agent) interest in the Asset Interest to each Obligor and direct that payments be made directly to the Agent or its designee, except that if the SPV fails to so notify each obligor, the Agent may so notify the Obligors; and (iii) the SPV shall, at the Agent’s request, (A) assemble all of the Records and shall make the same available to the Agent or its designee at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Receivables in a manner acceptable to such Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to such Agent or its designee. (b) Each of the SPV and the Seller hereby authorizes the Agent, and irrevocably appoints the Agent as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the SPV or the Seller, as applicable, which appointment is coupled with an interest, to take any and all steps following the occurrence of a Termination Event or the occurrence and continuation of a Potential Termination Event, in the name of the SPV or the Seller, as applicable, and on behalf of the SPV or the Seller, as applicable, necessary or desirable, in the determination of the Agent, to collect any and all amounts or portions thereof due under any and all Receivables or Related Security, including endorsing the name of the Seller on checks and other instruments representing Collections and enforcing such Receivables, Related Security and the related Contracts. Notwithstanding anything to the contrary contained in this subsection (b), none of the powers conferred upon such attorney-in-fact pursuant to the immediately preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever.

Enforcement Rights After Designation of New Servicer. (a) At any time following the occurrence of a Termination Remedy Event and or the designation of a Servicer (other than the Seller Originator or an Affiliate of the SellerOriginator) pursuant to Section 7.1: (i) the Administrative Agent may direct the Obligors that payment of all amounts payable under any Receivable be made directly to the Administrative Agent or its designee; (ii) the SPV shall, at the Administrative Agent’s 's request and at the SPV’s 's expense, give notice of the Administrative Agent’s's, the SPV’s's, and/or the Investors’ ' ownership of the Receivables and (in the case of the Administrative Agent) interest in the Asset Interest to each Obligor and direct that payments be made directly to the Administrative Agent or its designee, except that if the SPV fails to so notify each obligor, the Administrative Agent may so notify the Obligors; and; (iii) the SPV shall, at the Administrative Agent’s 's request, (A) assemble all of the Records and shall make the same available to the Administrative Agent or its designee at a place selected by the Administrative Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Receivables in a manner acceptable to such the Administrative Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to such the Administrative Agent or its designee.; (b) Each of the SPV SPV, NSC and the Seller Originator hereby authorizes the Administrative Agent, and irrevocably appoints the Administrative Agent as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the SPV SPV, NSC or the SellerOriginator, as applicable, which appointment is coupled with an interest, to take any and all steps following the occurrence of a Termination Event or the occurrence and continuation of a Potential Termination Event, in the name of the SPV SPV, NSC or the SellerOriginator, as applicable, and on behalf of the SPV SPV, NSC or the SellerOriginator, as applicable, necessary or desirable, in the determination of the Administrative Agent, to collect any and all amounts or portions thereof due under any and all Receivables or Related Security, including endorsing the name of the Seller Originator or NSC on checks and other instruments representing Collections and enforcing such Receivables, Related Security and the related Contracts. Notwithstanding anything to the contrary contained in this subsection (b), none of the powers conferred upon such attorney-in-fact pursuant to the immediately preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever.

Enforcement Rights After Designation of New Servicer. (a) At any time following the occurrence of that a Termination Event and the designation of a Servicer (other than the Seller or an Affiliate of the Seller) pursuant to Section 7.1exists: (i) the Agent may direct the Obligors that payment of all amounts payable under any Pool Receivable be made directly to the Agent or its designee; (ii) the SPV shall, at the Agent’s 's request and at the SPV’s 's expense, give notice of the Agent’s's, the SPV’s's, and/or the Investors’ ' ownership of the Pool Receivables and (in the case of the Agent) interest in the Asset Interest to each Obligor and direct that payments be made directly to the Agent or its designee, except that if the SPV fails to so notify each obligor, the Agent may so notify the Obligors; and (iii) the SPV shall, at the Agent’s 's request, (A) assemble all of the Records and shall make the same available to the Agent or its designee at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to such the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to such the Agent or its designee. (ba) Each of the SPV and the Seller Originator hereby authorizes the Agent, and irrevocably appoints the Agent as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the SPV or the SellerOriginator, as applicable, which appointment is coupled with an interest, to take any and all steps following the occurrence of a Termination Event or the occurrence and continuation of a Potential Termination Event, in the name of the SPV or the SellerOriginator, as applicable, and on behalf of the SPV or the SellerOriginator, as applicable, necessary or desirable, in the determination of the Agent, to collect any and all amounts or portions thereof due under any and all Pool Receivables or Related Security, including endorsing the name of the Seller Originator on checks and other instruments representing Collections and enforcing such Pool Receivables, Related Security and the related Contracts. Notwithstanding anything to the contrary contained in this subsection SUBSECTION (b), none of the powers conferred upon such attorney-in-fact pursuant to the immediately preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever.

Enforcement Rights After Designation of New Servicer. (a) At any time following the occurrence of a Termination Event and the designation of a Servicer (other than the Seller or an Affiliate of the Seller) pursuant to Section 7.1: (i) the Agent may may, in the exercise of its credit judgment, direct the Obligors that payment of all amounts payable under any Receivable be made directly to the Agent or its designee; (ii) the SPV shall, at the Agent’s request and at the SPV’s expense, give notice of the Agent’s, the SPV’s, and/or the Investors’ ownership of the Receivables and (in the case of the Agent) interest in the Asset Interest to each Obligor and direct that payments be made directly to the Agent or its designee, except that if the SPV fails to so notify each obligor, the Agent may so notify the Obligors; and (iii) the SPV shall, at the Agent’s request, (A) assemble all of the Records and shall make the same available to the Agent or its designee at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Receivables in a manner acceptable to such Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to such Agent or its designee. (b) Each of the SPV and the Seller each Originator hereby authorizes the Agent, and irrevocably appoints the Agent as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the SPV or the Sellersuch Originator, as applicable, which appointment is coupled with an interest, to take any and all steps following the occurrence of a Termination Event or the occurrence and continuation of a Potential Termination Event, in the name of the SPV or the Sellersuch Originator, as applicable, and on behalf of the SPV or the Sellersuch Originator, as applicable, necessary or desirable, in the determination of the Agent, to collect any and all amounts or portions thereof due under any and all Receivables or Related Security, including endorsing the name of the Seller such Originator on checks and other instruments representing Collections and enforcing such Receivables, Related Security and the related ContractsSecurity. Notwithstanding anything to the contrary contained in this subsection (b), none of the powers conferred upon such attorney-in-fact pursuant to the immediately preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever.

Enforcement Rights After Designation of New Servicer. (a) At any time following the occurrence of a Termination Event and the designation of a Servicer (other than the Seller or an Affiliate of the Seller) pursuant to Section 7.1of: (i) a Termination Event, the Agent may direct the Obligors that payment of all amounts payable under any Receivable be made directly to the Agent or its designee; (ii) a Termination Event, the SPV Originator shall, at the Agent’s request and at the SPVOriginator’s expense, give notice of the Agent’s, the SPVOriginator’s, the Letter of Credit Bank’s and/or the Investors’ ownership of the Receivables and (in the case of the Agent) interest in the Asset Interest to each Obligor and direct that payments be made directly to the Agent or its designee, except that if the SPV Originator fails to so notify each obligor, the Agent may so notify the Obligors; and; (iii) a Termination Event or a Potential Termination Event, the SPV Originator shall, at the Agent’s request, (A) assemble all of the Records and shall make the same available to the Agent or its designee at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Receivables in a manner acceptable to such the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to such the Agent or its designee.; (b) Each of the SPV and the Seller The Originator hereby authorizes the Agent, and irrevocably appoints the Agent as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the SPV or the Seller, as applicable, Originator which appointment is coupled with an interest, to take any and all steps following the occurrence of a Termination Event or the occurrence and continuation of a Potential Termination Event, in the name of the SPV or the Seller, as applicable, Originator and on behalf of the SPV or the Seller, as applicableOriginator, necessary or desirable, in the determination of the Agent, to collect any and all amounts or portions thereof due under any and all Receivables or Related Security, including endorsing the name of the Seller Originator on checks and other instruments representing Collections and enforcing such Receivables, Related Security and the related Contracts. Notwithstanding anything to the contrary contained in this subsection (b), none of the powers conferred upon such attorney-in-fact pursuant to the immediately preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever.