Common use of Enforcement Rights Clause in Contracts

Enforcement Rights. (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event: (i) the Administrative Agent (at the Borrower’s expense) Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Administrator or its designee;, (ii) the Administrative Agent Administrator may instruct the Borrower Seller or the Servicer to give notice of the Secured PartiesPurchaser Groups’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Administrator or its designee (on behalf of the Secured Partiessuch Purchaser Groups), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentObligor, the Administrative Agent Administrator (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;, (iii) the Administrative Agent Administrator may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Administrator or its designee (for the benefit of the Secured PartiesPurchasers) at a place selected by the Administrative Agent Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Administrator or its designee;, and (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent Administrator may collect any amounts due from an any Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction DocumentsAgreement. (b) The Borrower Seller hereby authorizes the Administrative Agent Administrator (on behalf of the Secured Partieseach Purchaser Group), and irrevocably appoints the Administrative Agent Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative AgentAdministrator, after the occurrence and during the continuation of an Event of Defaulta Termination Event, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsectionSection 4.4(b), none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an a Termination Event of Defaultand upon notice to the Seller and the Servicer: (i) the Administrative Agent (at Administrator may instruct the Borrower’s expense) may Seller or the Servicer to direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Administrator or its designee; provided, that if (i) the Seller or the Servicer, as the case may be, fails to so instruct each Obligor within two Business Days following request by the Administrator or (ii) a Termination Event set forth in clause (d) of the definition thereof shall have occurred and be continuing, the Administrator (at the Seller’s or the Servicer’s, as the case may be, expense) may so direct the Obligors; (ii) the Administrative Agent Administrator may instruct the Borrower Seller or the Servicer to give notice of the Secured PartiesPurchasers’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Administrator or its designee (on behalf of the Secured PartiesPurchasers), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if (i) the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction request by the Administrative AgentAdministrator or (ii) a Termination Event set forth in clause (d) of the definition thereof shall have occurred and be continuing, the Administrative Agent Administrator (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent Administrator may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Administrator or its designee (for the benefit of the Secured PartiesPurchasers) at a place selected by the Administrative Agent Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Administrator or its designee; (iv) the Administrative Agent Administrator may notify the Collection Account Lock-Box Banks that the Borrower Seller and the Servicer will no longer have any access to the Collection Lock-Box Accounts;; and (v) the Administrative Agent Administrator may (or, with the consent of the Majority Purchaser Agents) and shall (at the direction of the Majority Lenders shallPurchaser Agents) replace the Person then acting as the Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent Administrator (on behalf of the Secured Partieseach Purchaser Group), and irrevocably appoints the Administrative Agent Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative AgentAdministrator, after following the occurrence and during the continuation of an Event of Defaulta Termination Event, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsectionSection 4.4(b), none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event: (i) the Administrative Agent Majority Purchasers may (at with the Borrower’s expenseconsent of the Agent) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Backup Servicer or its designeesuch other party designated by the Majority Purchasers, in each case, for the benefit of the Secured Parties; (ii) the Administrative Majority Purchasers may with the consent of the Agent may instruct the Borrower Seller or the Servicer to give notice of the Agent’s interest (for the benefit of the Secured Parties’ interest ) in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Backup Servicer or its designee such other party designated by the Majority Purchasers (on behalf for the benefit of the Secured Parties), and upon such instruction from the Borrower Majority Purchasers, the Seller or the Servicer, as the case may beapplicable, shall give such notice at the expense of the Borrower or the Servicer, as the case may beSeller; provided, that if the Borrower Seller or the Servicer, as the case may be, Servicer fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentObligor, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) its designee may so notify the Obligors;; and (iii) the Administrative Majority Purchasers may with the consent of the Agent may request the Seller or the Servicer to, and upon such request the Servicer Seller or the Servicer, as applicable, shall: , (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related SecuritySecurity and all Pool Receivable Documents, and transfer or license to a successor any new Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Backup Servicer or its designee (for the benefit of the Secured Parties) other third-party custodian specified by, and at a place selected by by, the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections with respect to the Pool Receivables in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; the Backup Servicer (ivor such other party designated by the Majority Purchasers) (for the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction benefit of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction DocumentsSecured Parties). (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf for the benefit of the Secured Parties), and irrevocably appoints the Administrative Agent (acting on behalf of the Secured Parties) as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all CollateralPool Receivables or Related Security, including including, without limitation, endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Receivables, Related Security and the related Contracts. The Agent shall only exercise the powers conferred by this subsection (b) after the occurrence of a Termination Event. Notwithstanding anything to the contrary contained in this subsectionsubsection (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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct SPV shall, at the Borrower or Agent’s request and at the Servicer to SPV’s expense, give notice of the Secured PartiesAgent’s, the SPV’s, and/or the Investors’ ownership of the Receivables and (in the case of the Agent) interest in Pool Receivables the Asset Interest to each Obligor, which notice shall Obligor and direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties)designee, and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, except that if the Borrower or the Servicer, as the case may be, SPV fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agentobligor, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;; and (iii) the Administrative Agent may request SPV shall, at the Servicer toAgent’s request, and upon such request the Servicer shall: (A) assemble all of the records necessary to collect the Pool Receivables Records and the Related Security, and transfer or license to a successor Servicer the use of all software necessary to collect the Pool Receivables and the Related Security, and shall make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) 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 in a manner reasonably acceptable to the Administrative Agent andand shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Each of the SPV and the Originators hereby authorizes the Administrative Agent (on behalf of the Secured Parties)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 BorrowerSPV or the Originators, as applicable, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower SPV or the Originators, as applicable, and on behalf of the Borrower SPV or the Originators, as applicable, necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all CollateralReceivables or Related Security, including endorsing the name of the Borrower applicable Originator on checks and other instruments representing Collections and enforcing such CollateralReceivables, Related Security and the related Contracts. Notwithstanding anything to the contrary contained in this subsectionsubsection (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. (c) The Servicer hereby authorizes , in each case, other than actions resulting from the Administrative Agent (on behalf gross negligence or willful misconduct of the Secured Parties), and irrevocably appoints the Administrative Agent as its such attorney-in-fact with full fact. The Agent hereby agrees only to use such power of substitution and with full authority in the place and stead of the Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after attorney following the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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 whatsoevera Termination Event.

Enforcement Rights. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event: (i) the Administrative Agent Administrator may (with the consent or at the Borrower’s expensedirection of a Simple Majority of the Purchasers) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Administrator or its designee; (ii) the Administrative Agent Administrator may (with the consent or at the direction of a Simple Majority of the Purchasers) instruct the Borrower Seller or the Servicer to give notice of the Secured PartiesPurchaser Groups’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Administrator or its designee (on behalf of the Secured Partiessuch Purchaser Groups), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentObligor, the Administrative Agent Administrator (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;; and (iii) the Administrative Agent Administrator may (with the consent or at the direction of a Simple Majority of the Purchasers) request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Administrator or its designee (for the benefit of the Secured PartiesPurchasers) at a place selected by the Administrative Agent Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Administrator or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent Administrator (on behalf of the Secured Partieseach Purchaser Group), and irrevocably appoints the Administrative Agent Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative AgentAdministrator, after the occurrence and during the continuation of an Event of Defaulta Termination Event, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following while a Termination Event exists or after the occurrence and during the continuation of an Event of DefaultFacility Termination Date has been declared pursuant to Section 2.2: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent Administrator may instruct the Borrower Seller or the Servicer to give notice of the Secured PartiesPurchaser Groups’ interest in the Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Administrator or its designee (on behalf for the benefit of the Secured Partieseach Purchaser Group), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent30 days after receipt of such instruction, the Administrative Agent Administrator (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iiiii) the Administrative Agent Administrator may request the Servicer to, and upon such request the Servicer shall: shall (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license (to the extent permitted under applicable contracts) to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Administrator or its designee (for the benefit of the Secured Partieseach Purchaser Group) at a place selected by the Administrative Agent Administrator; and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Administrator or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (viiii) the Administrative Agent may collect Seller and the Servicer shall enforce any amounts due from an and all covenants and obligations of each Originator under contained in the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the any other Transaction DocumentsDocument as shall be instructed by the Administrator. (b) The Borrower Each of the Seller and the Servicer hereby authorizes the Administrative Agent Administrator (on behalf for the benefit of the Secured Partieseach Purchaser Group), and irrevocably appoints the Administrative Agent Administrator (for the benefit of each Purchaser Group) as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller or the Servicer, as applicable, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller or the Servicer, as applicable, and on behalf of the Borrower Seller or the Servicer, as applicable, as may be necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, Administrator to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller or the Servicer, as applicable, on all checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-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. . The Administrator shall only be entitled to act as contemplated in this clause (cb) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary while a Termination Event exists or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact Facility Termination Date has been declared pursuant to the 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 whatsoeverSection 2.2.

Enforcement Rights. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event: (i) the Administrative Agent (at the Borrower’s expense) Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Administrator or its designee;, (ii) the Administrative Agent Administrator may instruct the Borrower Seller or the Servicer to give notice of the Secured PartiesPurchaser Groups’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Administrator or its designee (on behalf of the Secured Partiessuch Purchaser Groups), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentObligor, the Administrative Agent Administrator (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;, and (iii) the Administrative Agent Administrator may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Administrator or its designee (for the benefit of the Secured PartiesPurchasers) at a place selected by the Administrative Agent Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Administrator or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent Administrator (on behalf of the Secured Partieseach Purchaser Group), and irrevocably appoints the Administrative Agent Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative AgentAdministrator, after the occurrence and during the continuation of an Event of Defaulta Termination Event, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an any Event of Default: Default set forth in clause (a)(ii) or paragraphs (f) or (i) of Exhibit V of this Agreement, the Administrative Agent (at the Borrower’s expense) Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Administrator or its designee; . The exercise of this right will be subject to any applicable regulatory restrictions. The Servicer agrees that, if the Administrator is unable to exercise the rights in this paragraph (iia) due to any applicable regulatory restrictions, it will, subject to any applicable regulatory restrictions, follow the Administrative Agent may instruct the Borrower or the Servicer to give notice instructions of the Secured Parties’ interest Administrator in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guarantyconnection therewith. For the avoidance of doubt, any amounts received by the foregoing rights and remedies of Administrator or its designee pursuant to this Section 4.4(a) shall be applied in the Administrative Agent upon an Event of Default are manner set forth in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction DocumentsSection 1.4(a). (b) The Borrower hereby authorizes the Administrative Agent Administrator (on behalf of the Secured Partieseach Group), and irrevocably appoints the Administrative Agent Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower reasonably necessary or desirable, in the reasonable determination of the Administrative AgentAdministrator, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of a Servicer Default: (i) the Administrative Agent (at the Borrower’s expense) Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Administrator or its designee;, (ii) the Administrative Agent Administrator may instruct the Borrower Seller or the Servicer to give notice of the Secured PartiesPurchasers’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Administrator or its designee (on behalf of the Secured PartiesPurchasers), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentObligor, the Administrative Agent Administrator (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;, and (iii) the Administrative Agent Administrator may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Administrator or its designee (for the benefit of the Secured PartiesPurchasers) at a place selected by the Administrative Agent Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Administrator or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent Administrator (on behalf of the Secured Partieseach Purchaser Group), and irrevocably appoints the Administrative Agent Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative AgentAdministrator, after following the occurrence and during the continuation of an Event of Defaulta Termination Event, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an a Termination Event of Defaultor a Potential Termination Event: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct SPV shall, at the Borrower or Agent’s request and at the Servicer to SPV’s expense, give notice of the Secured PartiesAgent’s, the SPV’s, and/or the Investors’ ownership of the Receivables and (in the case of the Agent) interest in Pool Receivables the Asset Interest to each Obligor, which notice shall Obligor and direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties)designee, and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, except that if the Borrower or the Servicer, as the case may be, SPV fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agentobligor, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;; and (iii) the Administrative Agent may request SPV shall, at the Servicer toAgent’s request, and upon such request the Servicer shall: (A) assemble all of the records necessary to collect the Pool Receivables Records and the Related Security, and transfer or license to a successor Servicer the use of all software necessary to collect the Pool Receivables and the Related Security, and shall make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) 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 in a manner reasonably acceptable to the Administrative Agent andand shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Each of the SPV and the Originators hereby authorizes the Administrative Agent (on behalf of the Secured Parties)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 BorrowerSPV or the Originators, as applicable, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower SPV or the Originators, as applicable, and on behalf of the Borrower SPV or the Originators, as applicable, necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all CollateralReceivables or Related Security, including endorsing the name of the Borrower applicable Originator on checks and other instruments representing Collections and enforcing such CollateralReceivables, Related Security and the related Contracts. Notwithstanding anything to the contrary contained in this subsectionsubsection (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. (c) The Servicer hereby authorizes , in each case, other than actions resulting from the Administrative Agent (on behalf gross negligence or willful misconduct of the Secured Parties), and irrevocably appoints the Administrative Agent as its such attorney-in-fact with full fact. The Agent hereby agrees only to use such power of substitution and with full authority in the place and stead of the Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after attorney following the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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 whatsoevera Termination Event.

Enforcement Rights. (a) At any time following the occurrence and during the continuation continuance of an Event of Defaulta Termination Event: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower applicable Seller or the Applicable Servicer to give notice of the Secured Parties’ interest in Purchaser’s ownership of the Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties)designee, and upon such instruction from the Borrower Agent, such Seller or the Servicer, as the case may beapplicable, shall give such notice at the expense of the Borrower or the Servicer, as the case may besuch Seller; provided, that if the Borrower such Seller or the Servicer, as the case may be, Servicer fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentObligor, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;; and (iii) the Administrative Agent may request the any Seller or Servicer to, and upon such request the Servicer shall: such Seller or Servicer, as applicable, shall (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor any new Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections with respect to the Pool Receivables in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Each Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties)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 Borrowersuch Seller, which appointment is coupled with an interest, during the occurrence and continuance of a Termination Event or Unmatured Termination Event, to take any and all steps in the name of the Borrower such Seller and on behalf of the Borrower such Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all CollateralPool Receivables or Related Security, including including, without limitation, endorsing the name of the Borrower such Seller on checks and other instruments representing Collections and enforcing such CollateralPool Receivables, Related Security and the related Contracts. Notwithstanding anything to the contrary contained in this subsectionsubsection (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. (c) The Servicer hereby authorizes , except to the Administrative Agent (on behalf extent arising out of the Secured Parties), and irrevocably appoints the Administrative Agent as its attorney-in-fact with full power negligence or willful misconduct of substitution and with full authority in the place and stead of the Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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 whatsoeverfact.

Enforcement Rights. (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records reasonably necessary to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software reasonably necessary to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may assume exclusive control of each Collection Account and notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders Group Agents shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Receivables Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirablereasonably necessary, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirablereasonably necessary, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation continuance of an Event of Defaulta Termination Event: (i) the Administrative Agent (at the Borrower’s expense) Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Administrator or its designee;, (ii) the Administrative Agent Administrator may instruct the Borrower Seller or the Servicer to give notice of the Secured Parties’ Issuer’s interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Administrator or its designee (on behalf of the Secured Parties)designee, and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two a reasonable time after said instruction (2) Business Days following instruction by the Administrative Agentin no event not later than 10 days thereafter), the Administrative Agent Administrator (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;, and (iii) the Administrative Agent Administrator may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records in the Servicer’s possession or under its control necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license (or obtain new licenses) to a successor Servicer the use of all software in the Servicer’s possession or under its control necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Administrator or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent Administrator to the extent permissible under such agreements, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Administrator or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties)Administrator, and irrevocably appoints the Administrative Agent Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller, which appointment is coupled with an interest, upon the occurrence and continuation of a Termination Event to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of DefaultAdministrator, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes ; provided, however, that the Administrative Agent (on behalf Administrator shall not be relieved of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact liability it might otherwise have to any liability if any action taken by it shall prove to be inadequate party hereunder for its own gross negligence or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoeverwillful misconduct.

Enforcement Rights. (a) At any time following the occurrence and during the continuation of an any Event of Default: Default set forth in clause (a)(ii) or paragraphs (f) or (i) of Exhibit V of this Agreement, the Administrative Agent (at the Borrower’s expense) Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Administrator or its designee; . The exercise of this right will be subject to any applicable regulatory restrictions. Each Servicer agrees that, if the Administrator is unable to exercise the rights in this paragraph (iia) due to any applicable regulatory restrictions, it will, subject to any applicable regulatory restrictions, follow the Administrative Agent may instruct the Borrower or the Servicer to give notice instructions of the Secured Parties’ interest Administrator in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documentsconnection therewith. (b) The Each Borrower hereby authorizes the Administrative Agent Administrator (on behalf of the Secured Partieseach Group), and irrevocably appoints the Administrative Agent Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the such Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the such Borrower and on behalf of the such Borrower reasonably necessary or desirable, in the reasonable determination of the Administrative AgentAdministrator, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the such Borrower on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase Sale and Sale Contribution Agreement or the a Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may assume exclusive control of each Collection Account and notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders Group Agents shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Receivables Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent Administrator may instruct the Borrower Seller or the Servicer to give notice of the Secured PartiesPurchaser Groups’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Administrator or its designee (on behalf of the Secured Partiessuch Purchaser Groups), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by of the Administrative AgentAdministrator’s instruction, then the Administrative Agent Administrator (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;, (iiiii) the Administrative Agent Administrator may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Administrator or its designee (for the benefit of the Secured PartiesPurchasers) at a place selected by the Administrative Agent Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Administrator or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (viiii) the Administrative Agent Administrator may collect any amounts due from an any Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction DocumentsAgreement. (b) The Borrower Seller hereby authorizes the Administrative Agent Administrator (on behalf of the Secured Partieseach Purchaser Group), and irrevocably appoints the Administrative Agent Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative AgentAdministrator, after the occurrence and during the continuation of an Event of Defaulta Termination Event, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsectionSection 4.4(b), none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower any applicable Affiliate of the Borrower set forth on Schedule II and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders Group Agents shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the applicable Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event: (i) the Administrative Agent (at the Borrower’s expense) Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Administrator or its designee; (ii) the Administrative Agent Administrator may instruct the Borrower Seller or the Servicer to give notice of the Secured PartiesPurchaser Groups’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Administrator or its designee (on behalf of the Secured Partiessuch Purchaser Groups), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may bemay, fails to so promptly notify each Obligor within two (2) Business Days following instruction by the Administrative AgentObligor, the Administrative Agent Administrator (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;, (iii) the Administrative Agent Administrator may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Administrator or its designee (for the benefit of the Secured PartiesPurchasers) at a place selected by the Administrative Agent Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Administrator or its designee;; and (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent Administrator may collect any amounts due from an any Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction DocumentsAgreement. (b) The Borrower Seller hereby authorizes the Administrative Agent Administrator (on behalf of the Secured Partieseach Purchaser Group), and irrevocably appoints the Administrative Agent Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative AgentAdministrator, after the occurrence and during the continuation of an Event of Defaulta Termination Event, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At The Agent may, at any time following after the occurrence of a Collection Agent Replacement Event, direct the Obligors and during the continuation Lock-Box Banks to make all payments on the Receivables directly to the Agent or its designee. The Agent may, and the Seller shall at the Agent's request, withhold the identity of an Event the Purchasers from the Obligors and Lock-Box Banks. Upon the Agent's request after the occurrence of Default: a Collection Agent Replacement Event, the Seller (at the Seller's expense) shall (i) give notice to each Obligor of the Administrative Agent (at Agent's ownership of the Borrower’s expense) may Sold Interest and direct the Obligors that payment of all amounts payable under any Pool Receivable is to payments on Receivables be made directly to the Administrative Agent or its designee; , (ii) assemble for the Administrative Agent may instruct all Records and collateral security for the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly and transfer to the Administrative Agent (or its designee (on behalf of the Secured Partiesdesignee), and or license to the Borrower Agent (or its designee) the Serviceruse of, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction all software then used by the Administrative Agent, Collection Agent to collect the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; Receivables and (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent all Collections the Seller receives and, promptly upon receipt, remit all such cash, checks and instrumentsCollections in the form received, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower After the occurrence of a Collection Agent Replacement Event, Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties), and irrevocably appoints the Administrative Agent as its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in the place and stead of the Borrower, which appointment is coupled with an interestSeller, to take any and all steps deemed desirable by the Agent, in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, Seller to (i) collect any and all amounts or portions thereof due under any and all CollateralReceivable, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsectionReceivables, none and (ii) exercise any and all of the Seller's rights and remedies under each Purchase Agreement. The Agent's powers conferred upon such attorney-in-fact pursuant to under this Section 3.5(b) shall not subject the preceding sentence shall subject such attorney-in-fact Agent to any liability if any action taken by it shall prove (except for any action taken pursuant thereto that constitutes gross negligence or willful misconduct) proves to be inadequate or invalid, nor shall they such powers confer any obligations obligation whatsoever upon such attorney-in-fact in any manner whatsoeverthe Agent. (c) The Servicer hereby authorizes Neither the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, nor any Purchaser shall have any obligation to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact consent to any liability if action to realize upon any action taken by it shall prove Receivable or to be inadequate enforce any rights or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoeverremedies related thereto.

Enforcement Rights. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event: (i) the Administrative Agent (at the Borrower’s expense) Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Administrator or its designee;, (ii) the Administrative Agent Administrator may instruct the Borrower Seller or the Servicer to give notice of the Secured PartiesPurchaser Groups’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Administrator or its designee (on behalf of the Secured Partiessuch Purchaser Groups), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentObligor, the Administrative Agent Administrator (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;, and (iii) the Administrative Agent Administrator may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Administrator or its designee (for the benefit of the Secured PartiesPurchasers) at a place selected by the Administrative Agent Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Administrator or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent Administrator (on behalf of the Secured Partieseach Purchaser Group), and irrevocably appoints the Administrative Agent Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative AgentAdministrator, after the occurrence and during the continuation of an Event of Defaulta Termination Event, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Default, a Termination Event or a Ratings Event: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall, subject to receipt of any approval or consent required by the CPUC: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may (or, at the direction of the Majority Group Agents shall) notify the Collection Borrower Account Banks that the Borrower and the Servicer no PG&E Party will no longer have any access to the Collection Borrower Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders Group Agents shall) (x) instruct the Collection Account Agent to instruct the Account Banks or (y) instruct the Account Banks, in either case, that no PG&E Party will have any access to the Collection Accounts; (vi) the Administrative Agent may (or, at the direction of the Majority Group Agents shall) notify the Collection Account Agent to take such actions as are contemplated or otherwise permitted by the Intercreditor Agreement; (vii) the Administrative Agent may (or, at the direction of the Majority Group Agents shall) replace the Person then acting as ServicerServicer in accordance with the provisions of Section 8.01(a); and (viviii) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance GuarantyAgreement. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default or a Termination Event are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of DefaultDefault or a Termination Event, to, subject to receipt of any approval or consent (if any) required by the CPUC, collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of DefaultDefault or a Termination Event, to, subject to receipt of any approval or consent (if any) required by the CPUC, collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative Agent (at the BorrowerSeller’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower Seller or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower Seller and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders Required Purchasers shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Transfer Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all CollateralSupporting Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralSupporting Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all CollateralSupporting Assets, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such CollateralSupporting Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Lock-Box Banks that the Borrower and the Servicer will no longer have any access to the Collection Lock-Box Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement, the Transferor under the Sale and Contribution Agreement or the Performance Guarantor under the Performance Guaranty. For Following the avoidance cure of doubtany Event of Default or, if such Event of Default is not cured, following the foregoing rights and remedies of Final Payment Date, the Administrative Agent shall upon an Event of Default are Borrower’s request and at Borrower’s sole expense, return all records, rescind all notices redirecting payment and otherwise cooperate in addition instructing Obligors and Lock-Box Banks to make payments to and not exclusive of the rights provide access to Lock-Box Accounts and remedies contained herein and under the other Transaction Documentscooperate with such Persons as Borrower may reasonably request. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event: (i) the Administrative Agent (at the Borrower’s expense) Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Administrator or its designee;designee (on behalf of the Purchasers), (ii) the Administrative Agent Administrator may instruct the Borrower Seller or the Servicer to give notice of the Secured PartiesPurchasers’ interest in Pool Receivables (other than, in the case of an Australian Originator, Pool Receivables which are Trust Receivables) to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Administrator or its designee (on behalf of the Secured PartiesPurchasers), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentAdministrator, the Administrative Agent Administrator (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;, and (iii) the Administrative Agent Administrator may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Administrator or its designee (for the benefit of the Secured PartiesPurchasers) at a place selected by the Administrative Agent Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Administrator or its designee;designee (on behalf of the Purchasers); and (iv) the Administrative Agent Administrator may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties)Administrator, and irrevocably appoints the Administrative Agent Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after desirable following the occurrence and during the continuation of an Event a Termination Event, in the determination of Defaultthe Administrator, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes For the Administrative Agent (on behalf purposes of the Secured Parties)power of attorney granted under Section 8.5 of the Australian Sale Agreement: (i) the Contributor nominates each of the Seller and the Administrator as its nominees, and irrevocably appoints each Australian Originator acknowledges that each of the Administrative Agent Seller and the Administrator are the nominees of the Contributor and therefore each of the Contributor, the Seller and the Administrator severally are an attorney of each Australian Originator; and (ii) at any time following a “Title Perfection Event” (under and as its attorney-in-fact with full power of substitution and with full authority defined in the place and stead Australian Sale Agreement, the Administrator may instruct the Seller or Contributor to enforce any rights granted under Article VIII of the Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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 whatsoeverAustralian Sale Agreement.

Enforcement Rights. (a) At The Agent may, at any time following the occurrence and during the continuation pendency of an Event a Termination Event, direct the Obligors, the Collection Banks and the Lock-Box Banks, if any, to make all payments on the Receivables directly to the Agent or its designee. The Agent may, and the Seller shall at the Agent’s request, withhold the identity of Default: the Purchasers from the Obligors, the Collection Banks and any Lock-Box Banks. Upon the Agent’s request, the Seller (at the Seller’s expense) shall (i) give notice to each Obligor of the Administrative Agent (at Agent’s ownership of the Borrower’s expense) may Sold Interest and direct the Obligors that payment of all amounts payable under any Pool Receivable is to payments on Receivables be made directly to the Administrative Agent or its designee; , (ii) assemble for the Administrative Agent may instruct all Records and collateral security for the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly and transfer to the Administrative Agent (or its designee (on behalf of the Secured Partiesdesignee), and or license to the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at or its designee) the Borrower’s or use of, all software useful to collect the Servicer’s, as the case may be, expense) may so notify the Obligors; Receivables and (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent all Collections the Seller receives and, promptly upon receipt, remit all such cash, checks and instrumentsCollections in the form received, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties), and irrevocably appoints the Administrative Agent as its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in the place and stead of the Borrower, which appointment is coupled with an interestSeller, to take any and all steps deemed desirable by the Agent, in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, Seller to (i) collect any and all amounts or portions thereof due under any and all CollateralReceivable, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsectionReceivables, none and (ii) exercise any and all of the Seller’s rights and remedies under the Purchase Agreement. The Agent’s powers conferred upon such attorney-in-fact pursuant to under this Section 3.5(b) shall not subject the preceding sentence shall subject such attorney-in-fact Agent to any liability if any action taken by it shall prove proves to be inadequate or invalid, nor shall they such powers confer any obligations obligation whatsoever upon such attorney-in-fact in any manner whatsoeverthe Agent. (c) The Servicer hereby authorizes Neither the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, nor any Purchaser shall have any obligation to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact consent to any liability if action to realize upon any action taken by it shall prove Receivable or to be inadequate enforce any rights or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoeverremedies related thereto.

Enforcement Rights. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event, until the Final Payout Date: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower any SPV Entity or the any Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Pool Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower such SPV Entity or the such Servicer, as the case may be, shall give such notice at the expense of the Borrower such SPV Entity or the such Servicer, as the case may be; provided, that (i) if the Borrower such SPV Entity or the such Servicer, as the case may be, fails to so notify each Pool Obligor within two (2) Business Days following instruction by the Administrative AgentAgent to do so or (ii) at any time following the occurrence of a Termination Event pursuant to Section 9.01(e) or (f), then, in either case, the Administrative Agent (at the Borrowersuch SPV Entity’s or the such Servicer’s, as the case may be, expense) may so notify the Pool Obligors; (iiiii) the Administrative Agent may request the any Servicer to, and upon such request the such Servicer shall: (A) assemble all of the records necessary or appropriate to collect service and administer the collection of the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or appropriate to collect service and administer the collection of the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iviii) the Administrative Agent may assume exclusive control of each Lock-Box Account and notify the Collection Account Lock-Box Banks that the Borrower applicable SPV Entity and the applicable Servicer will no longer have any access to the Collection AccountsLock-Box Accounts in accordance with Section 8.03; (viv) the Administrative Agent may (or, at the direction of the Majority Lenders Group Agents shall) replace the Person then acting as Servicera Servicer in accordance with Section 8.01; and (viv) the Administrative Agent may collect any amounts due from an Originator under the any Purchase and Sale Agreement or the Performance Guarantor from NCR under the any Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Each SPV Entity hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrowersuch SPV Entity, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower such SPV Entity and on behalf of the Borrower such SPV Entity necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Defaulta Termination Event, to collect any and all amounts or portions thereof due under any and all Sold Assets and Pledged Collateral, including endorsing indorsing the name of the Borrower such SPV Entity on checks and other instruments representing Collections and enforcing such Sold Assets and Pledged Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement, the Sub-Originator under the Sub-Originator Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event: (i) the Administrative Agent Administrator (at the BorrowerSeller’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Administrator or its designee; (ii) the Administrative Agent Administrator may instruct the Borrower Seller or the Servicer to give notice of the Secured PartiesPurchasers’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Administrator or its designee (on behalf of the Secured Parties), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentAdministrator, the Administrative Agent Administrator (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent Administrator may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Administrator or its designee (for the benefit of the Secured PartiesPurchasers) at a place selected by the Administrative Agent Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Administrator or its designee;; and (iv) the Administrative Agent Administrator may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent Administrator (on behalf of the Secured Partieseach Purchaser Group), and irrevocably appoints the Administrative Agent Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative AgentAdministrator, after following the occurrence and during the continuation of an Event of Defaulta Termination Event, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event: (i) the Administrative Agent (at the Borrower’s expense) Administrator may direct the Obligors that payment of to pay all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Administrator or its designee;, (ii) the Administrative Agent Administrator may instruct the Borrower Seller or the Servicer to give notice of the Secured PartiesPurchaser Groups’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Administrator or its designee (on behalf of the Secured PartiesPurchaser Groups), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentObligor, the Administrative Agent Administrator (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;, (iii) the Administrative Agent Administrator may request the Servicer to, and upon such request the Servicer shall: (A) promptly assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Administrator or its designee (for the benefit of the Secured PartiesPurchaser Agents and the Purchasers) at a place selected by the Administrative Agent Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Administrator or its designee;, and (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent Administrator may collect any amounts due from an any Originator under the Purchase and Sale Agreement or and otherwise enforce directly against each Originator all rights, remedies, powers and privileges of the Performance Guarantor Seller under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction DocumentsSale Agreement. (b) The Borrower Each of the Seller and the Servicer hereby authorizes the Administrative Agent Administrator (on behalf of the Secured Partieseach Purchaser Group), and irrevocably appoints the Administrative Agent Administrator as its attorney-in-fact with full power of substitution and with full authority in the its place and stead of the Borrowerstead, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller or the Servicer, as applicable, and on behalf of the Borrower Seller or the Servicer, as applicable, necessary or desirable, in the reasonable determination of the Administrative AgentAdministrator, after the occurrence and during the continuation of an Event of Defaulta Termination Event, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller or the Servicer, as applicable, on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsectionSection 4.4(b), none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event, the Administrative Agent may: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee;, (ii) the Administrative Agent may instruct the Borrower Seller or the Servicer to give notice of the Secured PartiesPurchaser’s Interest and the Purchasers’ security interest in the Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Partiessuch Purchasers), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentObligor, the Administrative Agent (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;, (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: , (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and take commercially reasonable action to transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured PartiesPurchasers) at a place selected by the Administrative Agent Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed indorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee;, in each case in accordance with the Intercreditor Agreement, and (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an any Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction DocumentsAgreement. (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf of the Secured Partieseach Purchaser), 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 BorrowerSeller, which appointment is coupled with an interest, after the occurrence and during the continuation of a Termination Event to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing indorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two three (23) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Lock-Box Banks that the Borrower and the Servicer will no longer have any access to the Collection Lock-Box Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders Group Agents shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during designation of a Collection Agent (other than the continuation Borrower or any of an Event of Defaultthe Borrower's Affiliates) pursuant to Section 7.1: (i) Upon the Administrative occurrence and during the continuance of a Termination Event, the Agent (at the Borrower’s expense) may direct the Obligors and the Lock-Box Banks that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee;. The Agent may, and the Borrower shall at the Agent's request, withhold the identity of the Lenders from any Lock-Box Bank or Obligor. (ii) Upon the Administrative occurrence and during the continuance of a Termination Event, the Agent may instruct the Borrower or to give, and upon such request the Servicer to give Borrower shall give, at the Borrower's expense notice of the Agent's ownership of the Secured Parties’ interest in Pool Receivables Interest, to each Obligor, which notice shall Obligor and direct that payments be made directly to the Administrative Agent or its designee (on behalf designee. The Borrower shall, at the Agent's request, withhold the identity of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give Lenders in any such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;notification. (iii) the Administrative The Agent may request the Servicer Borrower to, and upon such request the Servicer Borrower shall: , (A) assemble all of the records Records, the Related Security and transfer, or license the use of, to the new Collection Agent all software necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary to collect the Pool Receivables and the Related Security, and shall make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections with respect to the Receivables in a manner reasonably acceptable to the Administrative Agent andand shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties)authorizes, and irrevocably appoints appoints, the Administrative Agent as its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in the place and stead of the Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, (i) to collect any and all amounts or portions thereof due under any and all CollateralReceivables or Related Security, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything Receivables, Related Security and the related Contracts and (ii) upon the occurrence and during the continuance of a Termination Event, to the contrary contained in this subsection, none exercise any and all of the Borrower's rights and remedies under the Purchase Agreement and the Limited Guaranty. The Borrower's conferring of powers conferred upon such attorney-in-fact pursuant to the preceding sentence Agent under this Section 7.4(b) shall not subject such attorney-in-fact the Agent 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 the Agent in any manner whatsoever. (c) The Servicer hereby authorizes Neither the Administrative Agent (on behalf of nor the Secured Parties), 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 Servicer, which appointment is coupled with an interest, Lenders shall have any obligation to take any and all steps in the name action or commence any proceedings to realize upon any Receivable (including any Defaulted Receivables) or to enforce any of the Servicer and on behalf of the Servicer necessary their respective rights, powers, privileges or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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 whatsoeverremedies with respect thereto.

Enforcement Rights. (a) At The Agent may, at any time following time, direct the occurrence Obligors and during the continuation Lock-Box Banks to make all payments on the Receivables directly to the Agent or its designee. The Agent may, and the Seller shall at the Agent's request, withhold the identity of an Event of Default: the Purchasers from the Obligors and Lock-Box Banks. Upon the Agent's request and only after a Potential Termination Event, the Seller (at the Seller's expense) shall (i) give notice to each Obligor of the Administrative Agent (at Purchasers' ownership of the Borrower’s expense) may Sold Interest and direct the Obligors that payment of all amounts payable under any Pool Receivable is to payments on Receivables be made directly to the Administrative Agent or its designee; , (ii) assemble for the Administrative Agent may instruct all Records and collateral security for the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary to collect the Pool Receivables and the Related Security, Security and transfer to the Agent (or its designee), or (to the extent permitted by applicable law and contract) license to a successor Servicer the Agent (or its designee) the use of of, all software necessary useful to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (Biii) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent all Collections the Seller receives and, promptly upon receipt, remit all such cash, checks and instrumentsCollections in the form received, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties), and irrevocably appoints the Administrative Agent as its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in the place and stead of the Borrower, which appointment is coupled with an interestSeller, to take any and all steps deemed desirable by the Agent, in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, Seller to (i) collect any and all amounts or portions thereof due under any and all CollateralReceivable, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to Receivables and the contrary contained in this subsectionRelated Security, none and (ii) exercise any and all of the Seller's rights and remedies under the Purchase Agreement. The Agent's powers conferred upon such attorney-in-fact pursuant to under this Section 3.5(b) shall not subject the preceding sentence shall subject such attorney-in-fact Agent to any liability if any action taken by it shall prove proves to be inadequate or invalid, nor shall they such powers confer any obligations obligation whatsoever upon such attorney-in-fact in any manner whatsoeverthe Agent. (c) The Servicer hereby authorizes the Administrative Agent (on behalf None of the Secured Parties)Agent, and irrevocably appoints the Administrative any Purchaser Agent as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the Servicer, which appointment is coupled with an interest, or any Purchaser shall have any obligation to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact consent to any liability if action to realize upon any action taken by it shall prove Receivable or Related Security or to be inadequate enforce any rights or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoeverremedies related thereto.

Enforcement Rights. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event: (i) the Administrative Agent Administrator may (with the consent or at the Borrower’s expensedirection of the Majority Purchasers) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Administrator or its designee;, (ii) the Administrative Agent Administrator may (with the consent or at the direction of the Majority Purchasers) instruct the Borrower Seller or the Servicer to give notice of the Secured PartiesPurchaser Groups’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Administrator or its designee (on behalf of the Secured Partiessuch Purchaser Groups), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentObligor, the Administrative Agent Administrator (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;, and (iii) the Administrative Agent Administrator may (with the consent or at the direction of the Majority Purchasers) request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Administrator or its designee (for the benefit of the Secured PartiesPurchasers) at a place selected by the Administrative Agent Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Administrator or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent Administrator (on behalf of the Secured Partieseach Purchaser Group), and irrevocably appoints the Administrative Agent Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative AgentAdministrator, after the occurrence and during the continuation of an Event of Defaulta Termination Event, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may assume exclusive control of each Lock-Box Account and notify the Collection Account Lock-Box Banks that the Borrower and the Servicer will no longer have any access to the Collection Lock-Box Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders Group Agents shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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 whatsoeverwhatsoever other than to exercise its rights thereunder in accordance with Applicable Law and in good faith. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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 whatsoeverwhatsoever other than to exercise its rights thereunder in accordance with Applicable Law and in good faith.

Enforcement Rights. (a) At any time following the occurrence and during the continuation of an Event of Default, a Servicer Termination Event or a Ratings Event Level II, as applicable: (i) if a Servicer Termination Event has occurred and is continuing, the Administrative Agent (at the Borrower’s Borrowers’ expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (iiA) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee or (on behalf B) a Collection Account or a Lock-Box; (ii) if a Ratings Event Level II has occurred and is continuing, the Administrative Agent may instruct any Borrower or the Servicer to direct the Obligors that payment of the Secured Parties)all amounts payable under Pool Receivables are to be made directly to a Collection Account or a Lock-Box, and the such Borrower or the Servicer, as the case may be, shall give such notice at the expense of the such Borrower or the Servicer, as the case may be; provided, that if the such Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the such Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) if a Servicer Termination Event has occurred and is continuing, the Administrative Agent may instruct any Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to (A) the Administrative Agent or its designee (on behalf of the Secured Parties) or (B) a Collection Account or a Lock-Box, and such Borrower or the Servicer, as the case may be, shall give such notice at the expense of such Borrower or the Servicer, as the case may be; provided, that if such Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at such Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iv) if an Event of Default or a Servicer Termination Event has occurred and is continuing, the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and use commercially reasonable efforts to transfer or license to a successor Servicer the use of all software necessary to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place reasonably selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase Sale and Sale Contribution Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirablenecessary, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirablenecessary, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of DefaultTermination: (i) the Administrative Agent (at the BorrowerSeller’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; provided, however, if the sole Event of Termination is the Cross Payment Default, the Administrative Agent shall not exercise its rights under this clause (i) unless the Cross Payment Default has continued for ten (10) Business Days; (ii) the Administrative Agent may instruct the Borrower Seller or the Master Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower Seller or the Master Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Master Servicer, as the case may be; provided, that if the Borrower Seller or the Master Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the BorrowerSeller’s or the Master Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Master Servicer to, and upon such request the Master Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Master Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower Seller, each Originator and the Master Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders Purchasers shall) replace the Person then acting as Master Servicer; provided, however, if the sole Event of Termination is the Cross Payment Default, the Administrative Agent shall not exercise its rights under this clause (v) unless the Cross Payment Default has continued for ten (10) Business Days; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Indemnification Guarantor under the Performance GuarantyIndemnification Guarantee. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default Termination are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of DefaultTermination, to collect any and all amounts or portions thereof due under any and all Sold Assets and Seller Collateral, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such Sold Assets and Seller Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Master Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Master Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Master Servicer and on behalf of the Master Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of DefaultTermination, to collect any and all amounts or portions thereof due under any and all Sold Assets and Seller Collateral, including endorsing the name of the Master Servicer on checks and other instruments representing Collections and enforcing such Sold Assets and Seller Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (d) If the Administrative Agent is exercising exclusive dominion and control over any Collection Account, then any Collections of Pool Receivables that are received by the Administrative Agent shall continue to be applied pursuant to, and in the order of priority set forth in, Section 4.01(a). During any Cash Control Period in which the Administrative Agent is then exercising exclusive dominion and control over any Collection Account, so long as the Daily Release Conditions are then satisfied on any Business Day, the Administrative Agent shall promptly (but in any event within one Business Day) remit to the Master Servicer, to such bank account as designated to the Administrative Agent in writing from time to time by a Financial Officer of the Master Servicer, an amount equal to (i) the aggregate amount of available funds on deposit in the Collection Accounts for which the Administrative Agent is then exercising exclusive dominion and control, minus (ii) the amount (if any) necessary to ensure that no Capital Coverage Deficit exists, minus (iii) any amounts reasonably determined by the Administrative Agent to then be payable pursuant to Sections 4.01(a), 13.01 and 14.04. For purposes of this clause (d), “Daily Release Conditions” shall mean that each of the following conditions are then satisfied: (A) no Capital Coverage Deficit exists; (B) the Seller or the Master Servicer has delivered each Monthly Report and Weekly Report required to be delivered pursuant to this Agreement; (C) no Event of Termination or Unmatured Event of Termination has occurred and is continuing; (D) the Termination Date has not occurred and (E) the representations and warranties of the Seller and the Master Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of such date as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date. At such time as the Administrative Agent is notified in writing that the Cash Control Period no longer is in effect, so long as no Unmatured Event of Termination or Event of Termination has occurred and is continuing, the Administrative Agent shall notify the related Collection Account Bank and shall take commercially reasonable action to ensure that (i) the Administrative Agent ceases to exercise exclusive dominion and control over the Collection Accounts, and (ii) the Master Servicer shall thereupon have access to the Collection Accounts to the same extent as if the Cash Control Period and the related exclusive dominion and control had never occurred.

Enforcement Rights. (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative Agent (at the BorrowerSeller’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower Seller or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders Investors shall) replace the Person then acting as Servicer; and (viv) the Administrative Agent may collect any amounts due from (A) an Originator under the Purchase and Sale Agreement, (B) the Transferor under the Sale and Contribution Agreement or (C) the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all CollateralSupport Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralSupport Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all CollateralSupport Assets, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such CollateralSupport Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software reasonably necessary to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may assume exclusive control of each Collection Account and notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders Group Agents shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Receivables Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirablenecessary, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Defaulta Termination Event, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirablenecessary, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Defaulta Termination Event, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders Lender shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event: (i) the Administrative Agent (at the Borrower’s expense) Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Administrator or its designee;, (ii) the Administrative Agent Administrator may instruct the Borrower Seller or the Servicer to give notice of the Secured PartiesPurchaser Groups’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Administrator or its designee (on behalf of the Secured Partiessuch Purchaser Groups), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentObligor, the Administrative Agent Administrator (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent Administrator may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Administrator or its designee (for the benefit of the Secured PartiesPurchasers) at a place selected by the Administrative Agent Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Administrator or its designee;; and (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent Administrator may collect any amounts due from an Originator under under, and otherwise enforce any and all rights of the Seller under, the Second Tier Purchase and Sale Agreement or and the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights First Tier Purchase and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction DocumentsSale Agreement. (b) The Borrower Seller hereby authorizes the Administrative Agent Administrator (on behalf of the Secured Partieseach Purchaser Group), and irrevocably appoints the Administrative Agent Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative AgentAdministrator, after the occurrence and during the continuation of an Event of Defaulta Termination Event, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At The Agent may at any time following after the occurrence of a Collection Agent Replacement Event direct the Obligors and during the continuation Lock-Box Banks to make all payments on the Receivables directly to the Agent or its designee. The Agent may, and the Seller shall at the Agent’s request, withhold the identity of an Event the Purchasers from the Obligors and Lock-Box Banks. Upon the Agent’s request after the occurrence of Default: a Collection Agent Replacement Event, the Seller (at the Seller’s expense) shall (i) give notice to each Obligor of the Administrative Agent (at Agent’s ownership of the Borrower’s expense) may Sold Interest and direct the Obligors that payment of all amounts payable under any Pool Receivable is to payments on Receivables be made directly to the Administrative Agent or its designee; , (ii) assemble for the Administrative Agent may instruct all Records and collateral security for the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary to collect the Pool Receivables and the Related Security, Security and transfer to the Agent (or its designee), or (to the extent permitted by applicable law and contract) license to a successor Servicer the Agent (or its designee) the use of of, all software necessary useful to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (Biii) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent all Collections the Seller receives and, promptly upon receipt, remit all such cash, checks and instrumentsCollections in the form received, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower After the occurrence of a Collection Agent Replacement Event, the Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties), and irrevocably appoints the Administrative Agent as its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in the place and stead of the Borrower, which appointment is coupled with an interestSeller, to take any and all steps deemed desirable by the Agent, in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, Seller to (i) collect any and all amounts or portions thereof due under any and all CollateralReceivable, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to Receivables and the contrary contained in this subsectionRelated Security, none and (ii) exercise any and all of the Seller’s rights and remedies under the Purchase Agreement. The Agent’s powers conferred upon such attorney-in-fact pursuant to under this Section 3.5(b) shall not subject the preceding sentence shall subject such attorney-in-fact Agent to any liability if any action taken by it shall prove proves to be inadequate or invalid, nor shall they such powers confer any obligations obligation whatsoever upon such attorney-in-fact in any manner whatsoeverthe Agent. (c) The Servicer hereby authorizes Neither the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, nor any Purchaser shall have any obligation to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact consent to any liability if action to realize upon any action taken by it shall prove Receivable or Related Security or to be inadequate enforce any rights or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoeverremedies related thereto.

Enforcement Rights. (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and use commercially reasonable efforts to transfer or license license, subject to the terms of such license, to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place reasonably selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty, in each case, in accordance with the terms of such Transaction Documents. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of DefaultTermination: (i) the Administrative Agent (at the BorrowerSeller’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower Seller or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower Seller and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders Group Agents shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor Guarantors under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default Termination are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of DefaultTermination, to collect any and all amounts or portions thereof due under any and all Sold Assets and Seller Collateral, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such Sold Assets and Seller Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of DefaultTermination, to collect any and all amounts or portions thereof due under any and all Sold Assets and Seller Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Sold Assets and Seller Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At Notwithstanding any time following the occurrence and other provision of this Agreement, during the continuation of an Event of Defaulta Termination Event: (i) at any time and from time to time the Administrative Agent (at the Borrower’s expense) Purchaser may direct the Obligors Obligor that payment of all amounts payable under any Pool Listed Receivable is to be made directly to the Administrative Agent Purchaser or its designee; (ii) at any time and from time to time the Administrative Agent Purchaser may instruct the Borrower or the Servicer each Seller to give notice of the Secured Parties’ interest Purchaser's Interest in Pool such Seller's Listed Receivables to each the Obligor, which notice shall direct that payments be made directly to the Administrative Agent Purchaser or its designee (on behalf of the Secured Parties)designee, and upon such instruction from the Borrower or the Servicer, as the case may be, Purchaser such Seller shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligorssuch Seller; (iii) at any time and from time to time the Administrative Agent Purchaser may request the Servicer each Seller Party to, and upon such request the Servicer such Seller Party shall: (A) , assemble all of the records necessary or desirable to collect such the Pool Listed Receivables and the Related Security, and transfer or license to a successor Servicer the use of of, to the Purchaser, all software necessary or desirable to collect the Pool such Listed Receivables and the Related Security, and make the same available to the Administrative Agent Purchaser or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent Purchaser; (iv) at any time and (B) from time to time the Purchaser may request each Seller Party to, and upon such request such Seller Party shall as soon as is practicable and in any event within five Business Days of such request, segregate all cash, checks and other instruments received by it from time to time constituting Collections with respect to the Listed Receivables in a manner reasonably acceptable to the Administrative Agent Purchaser and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Purchaser or its designee; (ivv) at any time and from time to time the Administrative Agent Purchaser may notify request the Collection Account Banks that Sellers to, and upon such request the Borrower Sellers shall, sign and deliver to the Purchaser UCC financing statements with respect to the items described in Section 1.2(d), in form and substance satisfactory to the Purchaser, and the Servicer will no longer Purchaser shall have any access the right to file such financing statements (and the Collection Accounts; (vUCC financing statements delivered pursuant to Exhibit II) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting in such jurisdictions as Servicerit deems to be necessary or appropriate to protect its interest in such items; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower each Seller Party hereby authorizes the Administrative Agent (on behalf of the Secured Parties)Purchaser, and irrevocably appoints the Administrative Agent Purchaser as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the Borrowersuch Seller Party, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower such Seller Party and on behalf of the Borrower such Seller Party necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of DefaultPurchaser, to collect any and all amounts or portions thereof due under any and all Collateralof the Listed Receivables or Related Security, including endorsing the name of the Borrower such Seller Party on checks and other instruments representing Collections and enforcing such CollateralListed Receivables, Related Security and the related Contracts. Notwithstanding anything to the contrary contained in this subsectionparagraph, 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of DefaultTermination: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower Seller or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, Obligor which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that the Administrative Agent or such designee shall, as promptly as practicable, return to the Seller all amounts that it receives from such Obligors to the extent such amounts do not constitute Collections; provided, further, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor (if applicable) within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;; provided, that the Administrative Agent or such designee shall, as promptly as practicable, return to the Seller all amounts that it receives from such Obligors to the extent such amounts do not constitute Collections. (iiiii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent; provided, notwithstanding the foregoing or any provision of any Transaction Document, none of the Administrative Agent, any Purchaser Party or any beneficiary thereof shall have the right to hold, review, view, audit or otherwise possess (x) any Contract; or (y) any financial reporting or other books or records specifically relating to such Contract and the Receivables generated thereunder, the disclosure of which is precluded by the applicable terms of such Contract, provided, further, however, that during the occurrence and continuance of an Event of Termination, to the extent that the related Obligor has defaulted in the payment of any Receivable, upon the request of the Administrative Agent the Seller shall provide the Administrative Agent with such information reasonably requested with respect to any such Contract (which may be redacted versions of or excerpts of any Contract) to the extent needed for the Administrative Agent to enforce such Contract against the applicable Obligor; and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iviii) the Administrative Agent may notify the Collection Account Banks that the Borrower Seller, and the Servicer will no longer have any access to the Collection Accounts; (viv) the Administrative Agent may (or, at the direction of the Majority Lenders Group Agents shall) replace the Person then acting as Servicer; and (viv) the Administrative Agent may collect any amounts due from (A) an Originator under the Purchase and Sale Agreement or (B) the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default Termination are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of DefaultTermination, to collect any and all amounts or portions thereof due under any and all Sold Assets and Seller Collateral, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such Sold Assets and Seller Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of DefaultTermination, to collect any and all amounts or portions thereof due under any and all Sold Assets and Seller Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Sold Assets and Seller Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event: (i) the Administrative Agent Control Party may (at and if the Borrower’s expenseControl Party is the Majority Purchasers, with the consent of the Agent) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Backup Servicer (or its designeesuch other party designated by the Control Party) (for the benefit of the Secured Parties); (ii) the Administrative Agent Control Party may (and if the Control Party is the Majority Purchasers, with the consent of the Agent) instruct the Borrower Seller or the Servicer to give notice of the Agent’s interest (for the benefit of the Secured Parties’ interest ) in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Backup Servicer (or its designee such other party designated by the Control Party) (on behalf for the benefit of the Secured Parties), and upon such instruction from the Borrower Control Party, the Seller or the Servicer, as the case may beapplicable, shall give such notice at the expense of the Borrower or the Servicer, as the case may beSeller; provided, that if the Borrower Seller or the Servicer, as the case may be, Servicer fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentObligor, the Administrative Agent (at the Borrower’s Control Party or the Servicer’s, as the case may be, expense) its designee may so notify the Obligors;; and (iii) the Administrative Agent Control Party may (and if the Control Party is the Majority Purchasers, with the consent of the Agent) request the Seller or the Servicer to, and upon such request the Servicer Seller or the Servicer, as applicable, shall: , (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related SecuritySecurity and all Pool Receivable Documents, and transfer or license to a successor any new Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Backup Servicer or its designee (for the benefit of the Secured Parties) other third-party custodian specified by, and at a place selected by by, the Administrative Agent Control Party (or if the Control Party is the Majority Purchasers, the Agent) and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections with respect to the Pool Receivables in a manner reasonably acceptable to the Administrative Agent Control Party (or if the Control Party is the Majority Purchasers, the Agent) and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; the Backup Servicer (ivor such other party designated by the Control Party) (for the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction benefit of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction DocumentsSecured Parties). (b) The Borrower Seller hereby authorizes the Administrative Agent Control Party (on behalf or if the Control Party is the Majority Purchasers, the Agent) (for the benefit of the Secured Parties), and irrevocably appoints the Administrative Agent Control Party (or if the Control Party is the Majority Purchasers, the Agent) (acting on behalf of the Secured Parties) as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative Control Party (or if the Control Party is the Majority Purchasers, the Agent, after the occurrence and during the continuation of an Event of Default), to collect any and all amounts or portions thereof due under any and all CollateralPool Receivables or Related Security, including including, without limitation, endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Receivables, Related Security and the related Contracts. The Control Party (or if the Control Party is the Majority Purchasers, the Agent) shall only exercise the powers conferred by this subsection (b) after the occurrence of a Termination Event. Notwithstanding anything to the contrary contained in this subsectionsubsection (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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may assume exclusive control of each Lock-Box Account and notify the Collection Account Lock-Box Banks that the Borrower and the Servicer will no longer have any access to the Collection Lock-Box Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders Group Agents shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase Transfer and Sale Contribution Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (viv) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer no Xxxxxxx Party will no any longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders Group Agents shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Contribution Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct SPV shall, at the Borrower or Agent’s request and at the Servicer to SPV’s expense, give notice of the Secured PartiesAgent’s, the SPV’s, and/or the Investors’ ownership of the Receivables and (in the case of the Agent) interest in Pool Receivables the Portfolio to each Obligor, which notice shall Obligor and direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties)designee, and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, except that if the Borrower or the Servicer, as the case may be, SPV fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agentobligor, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;; and (iii) the Administrative Agent may request SPV shall, at the Servicer toAgent’s request, and upon such request the Servicer shall: (A) assemble all of the records necessary to collect the Pool Receivables Records and the Related Security, and transfer or license to a successor Servicer the use of all software necessary to collect the Pool Receivables and the Related Security, and shall make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) 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 in a manner reasonably acceptable to the Administrative Agent andand shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Each of the SPV and the Originators hereby authorizes the Administrative Agent (on behalf of the Secured Parties)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 BorrowerSPV or the Originators, as applicable, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower SPV or the Originators, as applicable, and on behalf of the Borrower SPV or the Originators, as applicable, necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all CollateralReceivables or Related Security, including endorsing the name of the Borrower applicable Originator on checks and other instruments representing Collections and enforcing such CollateralReceivables, Related Security and the related Contracts. Notwithstanding anything to the contrary contained in this subsectionsubsection (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. (c) The Servicer hereby authorizes , in each case, other than actions resulting from the Administrative Agent (on behalf gross negligence or willful misconduct of the Secured Parties), and irrevocably appoints the Administrative Agent as its such attorney-in-fact with full fact. The Agent hereby agrees only to use such power of substitution and with full authority in the place and stead of the Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after attorney following the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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 whatsoevera Termination Event.

Enforcement Rights. (a) At any time following the occurrence and during the continuation of a Termination Event (or, in the case of clause (iv) below, an Event of DefaultUnmatured Termination Event) and upon notice to the Seller and the Servicer: (i) the Administrative Agent (at Administrator may instruct the Borrower’s expense) may Seller or the Servicer to direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Administrator or its designee; provided, that if (i) the Seller or the Servicer, as the case may be, fails to so instruct each Obligor within two (2) Business Days following request by the Administrator or (ii) a Termination Event set forth in clause (d) of the definition thereof shall have occurred and be continuing, the Administrator (at the Seller’s or the Servicer’s, as the case may be, expense) may so direct the Obligors; (ii) the Administrative Agent Administrator may instruct the Borrower Seller or the Servicer to give notice of the Secured PartiesPurchasers’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Administrator or its designee (on behalf of the Secured PartiesPurchasers), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if (i) the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction request by the Administrative AgentAdministrator or (ii) a Termination Event set forth in clause (d) of the definition thereof shall have occurred and be continuing, the Administrative Agent Administrator (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent Administrator may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Administrator or its designee (for the benefit of the Secured PartiesPurchasers) at a place selected by the Administrative Agent Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Administrator or its designee; (iv) the Administrative Agent Administrator may notify the Collection Account Lock-Box Banks that the Borrower Seller and the Servicer will no longer have any access to the Collection Lock-Box Accounts;; and (v) the Administrative Agent Administrator may (or, with the consent of the Majority Purchaser Agents) and shall (at the direction of the Majority Lenders shallPurchaser Agents) replace the Person then acting as the Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent Administrator (on behalf of the Secured Partieseach Purchaser Group), and irrevocably appoints the Administrative Agent Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative AgentAdministrator, after following the occurrence and during the continuation of an Event of Defaulta Termination Event, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsectionSection 4.4(b), none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event: (i) the Administrative Agent (at the Borrower’s expense) Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Administrator or its designee;, (ii) the Administrative Agent Administrator may instruct the Borrower Seller or the Servicer to give notice of the Secured PartiesPurchaser Groups’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Administrator or its designee (on behalf of the Secured Partiessuch Purchaser Groups), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentObligor, the Administrative Agent Administrator (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;, (iii) the Administrative Agent Administrator may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Administrator or its designee (for the benefit of the Secured PartiesPurchasers) at a place selected by the Administrative Agent Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Administrator or its designee;, and (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent Administrator may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction DocumentsAgreement. (b) The Borrower Seller hereby authorizes the Administrative Agent Administrator (on behalf of the Secured Partieseach Purchaser Group), and irrevocably appoints the Administrative Agent Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative AgentAdministrator, after the occurrence and during the continuation of an Event of Defaulta Termination Event, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event: (i) the Administrative Agent Control Party may (at and if the Borrower’s expenseControl Party is the Majority Purchasers, with the consent of the Agent) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Backup Servicer (or its designeesuch other party designated by the Control Party) (for the benefit of the Secured Parties); (ii) the Administrative Agent Control Party may (and if the Control Party is the Majority Purchasers, with the consent of the Agent) instruct the Borrower Seller or the Servicer to give notice of the Agent's interest (for the benefit of the Secured Parties’ interest ) in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Backup Servicer (or its designee such other party designated by the Control Party) (on behalf for the benefit of the Secured Parties), and upon such instruction from the Borrower Control Party, the Seller or the Servicer, as the case may beapplicable, shall give such notice at the expense of the Borrower or the Servicer, as the case may beSeller; providedPROVIDED, that if the Borrower Seller or the Servicer, as the case may be, Servicer fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentObligor, the Administrative Agent (at the Borrower’s Control Party or the Servicer’s, as the case may be, expense) its designee may so notify the Obligors;; and (iii) the Administrative Agent Control Party may (and if the Control Party is the Majority Purchasers, with the consent of the Agent) request the Seller or the Servicer to, and upon such request the Servicer Seller or the Servicer, as applicable, shall: , (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related SecuritySecurity and all Pool Receivable Documents, and transfer or license to a successor any new Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Backup Servicer or its designee (for the benefit of the Secured Parties) other third-party custodian specified by, and at a place selected by by, the Administrative Agent Control Party (or if the Control Party is the Majority Purchasers, the Agent) and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections with respect to the Pool Receivables in a manner reasonably acceptable to the Administrative Agent Control Party (or if the Control Party is the Majority Purchasers, the Agent) and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; the Backup Servicer (ivor such other party designated by the Control Party) (for the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction benefit of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction DocumentsSecured Parties). (b) The Borrower Seller hereby authorizes the Administrative Agent Control Party (on behalf or if the Control Party is the Majority Purchasers, the Agent) (for the benefit of the Secured Parties), and irrevocably appoints the Administrative Agent Control Party (or if the Control Party is the Majority Purchasers, the Agent) (acting on behalf of the Secured Parties) as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative Control Party (or if the Control Party is the Majority Purchasers, the Agent, after the occurrence and during the continuation of an Event of Default), to collect any and all amounts or portions thereof due under any and all CollateralPool Receivables or Related Security, including including, without limitation, endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Receivables, Related Security and the related Contracts. The Control Party (or if the Control Party is the Majority Purchasers, the Agent) shall only exercise the powers conferred by this subsection (b) after the occurrence of a Termination Event. Notwithstanding anything to the contrary contained in this subsectionSUBSECTION (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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At The Agent may at any time following after the occurrence of a Collection Agent Replacement Event direct the Obligors and during the continuation Lock-Box Banks to make all payments on the Receivables directly to the Agent or its designee. The Agent may, and the Seller shall at the Agent’s request, withhold the identity of an Event the Purchasers from the Obligors and Lock-Box Banks. Upon the Agent’s request after the occurrence of Default: a Collection Agent Replacement Event, the Seller (at the Seller’s expense) shall (i) give notice to each Obligor of the Administrative Agent (at Agent’s ownership of the Borrower’s expense) may Sold Interest and direct the Obligors that payment of all amounts payable under any Pool Receivable is to payments on Receivables be made directly to the Administrative Agent or its designee; , (ii) assemble for the Administrative Agent may instruct all Records and collateral security for the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary to collect the Pool Receivables and the Related Security, Security and transfer to the Agent (or its designee), or (to the extent permitted by applicable law and contract) license to a successor Servicer the Agent (or its designee) the use of of, all software necessary useful to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (Biii) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent all Collections the Seller receives and, promptly upon receipt, remit all such cash, checks and instrumentsCollections in the form received, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower After the occurrence of a Collection Agent Replacement Event, the Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties), and irrevocably appoints the Administrative Agent as its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in the place and stead of the Borrower, which appointment is coupled with an interestSeller, to take any and all steps deemed desirable by the Agent, in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, Seller to (i) collect any and all amounts or portions thereof due under any and all CollateralReceivable, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to Receivables and the contrary contained in this subsectionRelated Security, none and (ii) exercise any and all of the Seller’s rights and remedies under the Purchase Agreement and the Limited Guaranty. The Agent’s powers conferred upon such attorney-in-fact pursuant to under this Section 3.5(b), if exercised in good faith, shall not subject the preceding sentence shall subject such attorney-in-fact Agent to any liability if any action taken by it shall prove proves to be inadequate or invalid, nor shall they such powers confer any obligations obligation whatsoever upon such attorney-in-fact in any manner whatsoeverthe Agent. (c) The Servicer hereby authorizes the Administrative Agent (on behalf None of the Secured Parties)Agent, and irrevocably appoints the Administrative any Purchaser Agent as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the Servicer, which appointment is coupled with an interest, or any Purchaser shall have any obligation to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact consent to any liability if action to realize upon any action taken by it shall prove Receivable or Related Security or to be inadequate enforce any rights or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoeverremedies related thereto.

Enforcement Rights. (a) At any time following the occurrence and during the continuation of an Event of DefaultDefault or a Financial Covenant Event: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower or the Servicer Servicers to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the ServicerServicers, as the case may be, shall give such notice at the expense of the Borrower or the ServicerServicers, as the case may be; provided, that if the Borrower or the ServicerServicers, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’sServicers’, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer Servicers to, and upon such request the Servicer Servicers shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer Servicers will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Required Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale any Transfer Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default or a Financial Covenant Event are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of DefaultDefault or a Financial Covenant Event, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Each Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 each Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the each Servicer and on behalf of the each Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of DefaultDefault or a Financial Covenant Event, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the each Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following after the occurrence of a Servicer Replacement Event, the Agent may (and, at the direction of the Required Purchasers, shall) direct any Obligors and during the continuation Lock-Box Banks to make all payments on the Receivables directly to the Agent or its designee. The Agent may, and the Seller shall, at the Agent’s request, withhold the identity of an Event of Default: the Purchasers from the Obligors and the Lock-Box Banks. Upon the Agent’s request following a Servicer Replacement Event, the Seller (at the Seller’s expense) shall (i) give notice to each Obligor of the Administrative Agent (at Agent’s ownership of the Borrower’s expense) may Sold Interests and direct the Obligors that payment of all amounts payable under any Pool Receivable is to payments on Receivables be made directly to the Administrative Agent or its designee; , (ii) assemble for the Administrative Agent may instruct all Records and collateral security for the Borrower Receivables and to transfer (or the Servicer cause to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly transferred) to the Administrative Agent (or its designee (on behalf of designee) licenses for the Secured Parties)use of, all software useful to collect the Receivables and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent all Collections the Seller receives and, promptly upon within one Business Day of receipt, remit all such cash, checks and instrumentsCollections in the form received, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower Account. The Seller and the Servicer will no longer have any access Servicers hereby confirm that all software currently used to collect or service Receivables was developed and owned by them, and hereby grant to the Collection Accounts; (v) the Administrative Agent may (ora license to use any and all such software, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from which license is coupled with an Originator under the Purchase interest and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documentsis irrevocable. (b) The Borrower Upon the occurrence of a Recording Trigger Event, the Servicers shall complete and record or to cause to be recorded (and the Seller and each Servicer hereby authorizes consent to the Administrative Servicers or the Agent completing and recording or hereby causing to be recorded) in the real estate records of the applicable jurisdictions (A) Relocating Employee Contracts, Origination Home Deeds and/or Origination Home Purchase Contracts in such manner and in the names of such transferees as the Agent may require and (B) such other documents as the Agent may reasonably require, in form reasonably satisfactory to the Agent, evidencing the conveyance of Relocating Employee Contracts, Origination Home Deeds and/or Origination Home Purchase Contracts. (c) Each Servicer shall segregate any Collections received by it from other funds of the Seller and the Servicers within three Business Days of receipt and hold such amounts for the Agent (on behalf for the benefit of the Secured PartiesPurchasers), and . The Seller hereby irrevocably appoints the Administrative Agent as its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in the place and stead of the Borrower, which appointment is coupled with an interestSeller, to take any and all steps deemed desirable by the Agent, in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, Seller to (i) collect any and all amounts or portions thereof due under any and all CollateralReceivable, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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.enforcing

Enforcement Rights. (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders Group Agents shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Default, a Servicer Termination Event or a Ratings Event Level II, as applicable: (i) if a Servicer Termination Event has occurred and is continuing, the Administrative Agent (at the Borrower’s Borrowers’ expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (iiA) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee or (on behalf B) a Collection Account or a Lock-Box; (ii) if a Ratings Event Level II has occurred and is continuing, the Administrative Agent may instruct any Borrower or the Servicer to direct the Obligors that payment of the Secured Parties)all amounts payable under Pool Receivables are to be made directly to a Collection Account or a Lock-Box, and the such Borrower or the Servicer, as the case may be, shall give such notice at the expense of the such Borrower or the Servicer, as the case may be; provided, that if the such Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the such Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) if a Servicer Termination Event has occurred and is continuing, the Administrative Agent may instruct any Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to (A) the Administrative Agent or its designee (on behalf of the Secured Parties) or (B) a Collection Account or a Lock-Box, and such Borrower or the Servicer, as the case may be, shall give such notice at the expense of such Borrower or the Servicer, as the case may be; provided, that if such Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at such Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iv) if an Event of Default or a Servicer Termination Event has occurred and is continuing, the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (ivv) if an Event of Default has occurred and is continuing, the Administrative Agent may notify the Collection Account Banks that the such Borrower and the Servicer will no longer have any access to the Collection Accounts; (vvi) if a Servicer Termination Event has occurred and is continuing, the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vivii) if an Event of Default has occurred and is continuing, the Administrative Agent may collect any amounts due from an Originator under the each Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default Default, a Servicer Termination Event or a Ratings Event Level II are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Each Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 such Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the such Borrower and on behalf of the such Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the such Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (d) At any time following the occurrence of an Event of Default that has not been waived in accordance with this Agreement, to the extent that the Administrative Agent has exercised exclusive dominion and control over the Collection Accounts, the Servicer may, in its sole discretion, and shall at the direction of the Administrative Agent, deliver to the Administrative Agent a Commingling Report on any Business Day. Upon receipt of such Commingling Report, the Administrative Agent shall promptly review such Commingling Report to determine if such Commingling Report constitutes a Qualifying Commingling Report. In the event that the Administrative Agent reasonably determines that such Commingling Report constitutes a Qualifying Commingling Report, the Administrative Agent shall, unless otherwise directed by any Governmental Authority or otherwise prohibited by Applicable Law, promptly remit to the Servicer from the Collection Accounts the lesser of (i) the amount identified on such Qualifying Commingling Report as Affiliate Collections on deposit in the Collection Accounts and (ii) the aggregate amount of available funds then on deposit in the Collection Accounts. For purposes of this clause (d), each of the following terms shall have the meanings set forth below:

Enforcement Rights. (a) At any time following the occurrence of and during the continuation continuance of an Event of Defaulta Termination Event: (i) the Administrative Agent (at the Borrower’s expense) Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Administrator or its designee;, (ii) the Administrative Agent Administrator may instruct the Borrower Seller or the Servicer to give notice of the Secured PartiesPurchasers’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Administrator or its designee (on behalf of the Secured Parties)designee, and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentObligor, the Administrative Agent Administrator (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;, (iii) the Administrative Agent Administrator may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to the extent permissible under applicable agreements to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Administrator or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Administrator or its designee;, and (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent Administrator may collect any amounts due from an any Originator under the Purchase and Sale Agreement or the Performance Guarantor and/or CONSOL Energy under the Performance CONSOL Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties)Administrator, and irrevocably appoints the Administrative Agent Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of DefaultAdministrator, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence (i) shall be exercised by attorney-in-fact prior to the occurrence of a Termination Event, or (ii) shall subject such attorney-in-fact to any liability provided such action is not grossly negligent or willful misconduct 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 whatsoeverwhatsoever (except for liability arising from the Administrator’s gross negligence and or willful misconduct). (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of DefaultTermination that has not been waived in accordance with this Agreement: (i) the Administrative Agent (at the Borrower’s Sellers’ expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower Sellers or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower Sellers or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Sellers or the Servicer, as the case may be; provided, that if the Borrower Sellers or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s Sellers’ or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may (or, at the direction of the Majority Group Agents, shall) notify the Collection Account Lock-Box Banks that the Borrower Sellers and the Servicer will no longer have any access to the Collection Lock-Box Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders Group Agents shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the any Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Each Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrowersuch Seller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower such Seller and on behalf of the Borrower such Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of DefaultTermination that has not been waived in accordance with this Agreement, to collect any and all amounts or portions thereof due under any and all CollateralSupport Assets, including endorsing the name of the Borrower such Seller on checks and other instruments representing Collections and enforcing such CollateralSupport Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of DefaultTermination, to collect any and all amounts or portions thereof due under any and all CollateralSupport Assets, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such CollateralSupport Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (d) At any time following the occurrence of an Event of Termination that has not been waived in accordance with this Agreement, to the extent that the Administrative Agent has exercised exclusive dominion and control over the Lock-Box Accounts, the Servicer may, in its sole discretion, and shall at the direction of the Administrative Agent, deliver to the Administrative Agent a Commingling Report on any Business Day. Upon receipt of such Commingling Report, the Administrative Agent shall promptly review such Commingling Report to determine if such Commingling Report constitutes a Qualifying Commingling Report. In the event that the Administrative Agent reasonably determines that such Commingling Report constitutes a Qualifying Commingling Report, the Administrative Agent shall, unless otherwise directed by any Governmental Authority or otherwise prohibited by Applicable Law, promptly remit to the Servicer from the Lock-Box Accounts the lesser of (i) the amount identified on such Qualifying Commingling Report as Subject Collections on deposit in the Lock-Box Accounts and (ii) the aggregate amount of available funds then on deposit in the Lock-Box Accounts. For purposes of this clause (d), each of the following terms shall have the meanings set forth below:

Enforcement Rights. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event: (i) the Administrative Agent Administrator may (with the consent or at the Borrower’s expensedirection of the Majority Purchasers) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Administrator or its designee;, (ii) the Administrative Agent Administrator may (with the consent or at the direction of the Majority Purchasers) instruct the Borrower Seller or the Servicer to give notice of the Secured PartiesPurchaser Groups’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Administrator or its designee (on behalf of the Secured Partiessuch Purchaser Groups), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentObligor, the Administrative Agent Administrator (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;, and (iii) the Administrative Agent Administrator may (with the consent or at the direction of the Majority Purchasers) request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Administrator or its designee (for the benefit of the Secured PartiesPurchasers) at a place selected by the Administrative Agent Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Administrator or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent Administrator (on behalf of the Secured Partieseach Purchaser Group), and irrevocably appoints the Administrative Agent Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative AgentAdministrator, after the occurrence and during the continuation of an Event of Defaulta Termination Event, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon except that such attorney-in-fact pursuant shall be liable to the preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate Seller for gross negligence or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoeverwillful misconduct.

Enforcement Rights. (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative The Agent (at the Borrowerdirection of the Instructing Group) may, at any time after the occurrence of a Termination Event, direct the Obligors and the Lock-Box Banks to make all payments on the Receivables directly to the Agent or its designee. The Agent may, and the Seller shall at the Agent’s request, withhold the identity of the Purchasers from the Obligors and Lock-Box Banks. Upon the Agent’s request (at the direction of the Instructing Group) after the occurrence of a Termination Event, the Seller (at the Seller’s expense) may shall (i) give notice to each Obligor of the Agent’s ownership of the Sold Interest and direct the Obligors that payment of all amounts payable under any Pool Receivable is to payments on Receivables be made directly to the Administrative Agent or its designee; , (ii) assemble for the Administrative Agent may instruct all Records and collateral security for the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly and transfer to the Administrative Agent (or its designee (on behalf of the Secured Partiesdesignee), and or license to the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at or its designee) the Borrower’s or use of, all software useful to collect the Servicer’s, as the case may be, expense) may so notify the Obligors; Receivables and (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent all Collections the Seller receives and, promptly upon receipt, remit all such cash, checks and instrumentsCollections in the form received, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) designee on behalf of the Administrative Agent may notify the Collection Account Banks that the Borrower Purchaser Agents and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction DocumentsPurchasers. (b) The Borrower hereby authorizes Upon the Administrative occurrence of a Termination Event, the Collection Agent shall segregate Collections from other funds of the Seller and hold such amounts for the Agent (on behalf for the benefit of the Secured PartiesPurchaser Agents and the Purchasers). Upon the occurrence of a Termination Event, and the Seller hereby irrevocably appoints the Administrative Agent as its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in the place and stead of the Borrower, which appointment is coupled with an interestSeller, to take any and all steps deemed desirable by the Agent (at the direction of the Instructing Group), in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, Seller to (i) collect any and all amounts or portions thereof due under any and all CollateralReceivable, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsectionReceivables, none and (ii) exercise any and all of the Seller’s rights and remedies under any Purchase Agreement. The Agent’s powers conferred upon such attorney-in-fact pursuant to under this Section 3.5(b) shall not subject the preceding sentence shall subject such attorney-in-fact Agent to any liability if any action taken by it shall prove proves to be inadequate or invalid, nor shall they such powers confer any obligations obligation whatsoever upon such attorney-in-fact in any manner whatsoeverthe Agent. (c) The Servicer hereby authorizes the Administrative Agent (on behalf None of the Secured Parties)Agent, and irrevocably appoints the Administrative any Purchaser Agent as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the Servicer, which appointment is coupled with an interest, or any Purchaser shall have any obligation to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact consent to any liability if action to realize upon any action taken by it shall prove Receivable or to be inadequate enforce any rights or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoeverremedies related thereto.

Enforcement Rights. (a) At any time following while a Termination Event exists or after the occurrence and during the continuation of an Event of DefaultFacility Termination Date has been declared pursuant to Section 2.2: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent Administrator may instruct the Borrower Seller or the Servicer to give notice of the Secured PartiesPurchaser Groups’ interest in the Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Administrator or its designee (on behalf for the benefit of the Secured Partieseach Purchaser Group), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent30 days after receipt of such instruction, the Administrative Agent Administrator (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iiiii) the Administrative Agent Administrator may request the Servicer to, and upon such request the Servicer shall: shall (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license (to the extent permitted under applicable contracts) to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Administrator or its designee (for the benefit of the Secured Partieseach Purchaser Group) at a place selected by the Administrative Agent Administrator; and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Administrator or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (viiii) the Administrative Agent may collect Seller and the Servicer shall enforce any amounts due from an and all covenants and obligations of each Originator under contained in the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the any other Transaction DocumentsDocument as shall be instructed by the Administrator. (b) The Borrower Each of the Seller and the Servicer hereby authorizes the Administrative Agent Administrator (on behalf for the benefit of the Secured Partieseach Purchaser Group), and irrevocably appoints the Administrative Agent Administrator (for the benefit of each Purchaser Group) as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller or the Servicer, as applicable, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller or the Servicer, as applicable, and on behalf of the Borrower Seller or the Servicer, as applicable, as may be necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, Administrator to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller or the Servicer, as applicable, on all checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. . The Administrator shall only be entitled to act as contemplated in this clause (cb) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary while a Termination Event exists or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact Facility Termination Date has been declared pursuant to the 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 whatsoeverSection 2.2.

Enforcement Rights. (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Lock-Box Banks that the Borrower and the Servicer will no longer have any access to the Collection Lock-Box Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event: (i) the Administrative Agent may (with the consent or at the Borrower’s expensedirection of the Majority Purchasers) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee;, (ii) the Administrative Agent may (with the consent or at the direction of the Majority Purchasers) instruct the Borrower Seller or the Servicer to give notice of the Secured Parties’ Purchaser’s interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Partiessuch Purchasers), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentObligor, the Administrative Agent (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;, and (iii) the Administrative Agent may (with the consent or at the direction of the Majority Purchasers) request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured PartiesPurchasers) at a place selected by the Administrative Agent Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf of the Secured Partieseach Purchaser), 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 BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Defaulta Termination Event, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee;, (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest Investors' interests in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties)designee, and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;and (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties)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 BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Defaulta Termination Event, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation continuance of an a Termination Event (and in the case of Default:a Termination Event described in paragraph (j) of Exhibit V subject to Section 2.2(b)): (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee;, (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest Agent's and the Purchasers' interests in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties)designee, and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;and (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties)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 BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Defaulta Termination Event, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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-in- fact in any manner whatsoever. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event: (i) the Administrative Agent (at the Borrower’s expense) Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Administrator or its designee; (ii) the Administrative Agent Administrator may instruct the Borrower Seller or the Servicer to give notice of the Secured PartiesPurchaser Groups’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Administrator or its designee (on behalf of the Secured Partiessuch Purchaser Groups), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may bemay, fails to so promptly notify each Obligor within two (2) Business Days following instruction by the Administrative AgentObligor, the Administrative Agent Administrator (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent Administrator may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Administrator or its designee (for the benefit of the Secured PartiesPurchasers) at a place selected by the Administrative Agent Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Administrator or its designee;; and (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent Administrator may collect any amounts due from an any Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction DocumentsAgreement. (b) The Borrower Seller hereby authorizes the Administrative Agent Administrator (on behalf of the Secured Partieseach Purchaser Group), and irrevocably appoints the Administrative Agent Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative AgentAdministrator, after the occurrence and during the continuation of an Event of Defaulta Termination Event, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of If an Event of Default: Termination has occurred and is continuing, WFBC may direct any Account Debtors to make all payments on the Purchased Accounts and the Related Rights directly to WFBC or its designee. WFBC may, and the Customer shall, at WFBC’s request, withhold WFBC’s identity from the Account Debtors. Upon WFBC’s request following an Event of Termination, the Customer (at the Customer’s expense) shall (i) give notice to each Account Debtor and other Persons of WFBC’s ownership of the Administrative Agent (at Purchased Accounts and the Borrower’s expense) may Related Rights and direct the Obligors that payment of all amounts payable under any Pool Receivable is to payments on Purchased Accounts and Related Rights be made directly to the Administrative Agent WFBC (or its designee; ), (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee assemble for WFBC all Related Rights and Collateral (on behalf of the Secured Parties), other than returned goods and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2inventory) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent WFBC (or its designee (for the benefit of the Secured Partiesdesignee) at a place selected by WFBC (or its designee), (iii) transfer (or cause to be transferred) to WFBC (or its designee) non-exclusive and non-transferable licenses for the Administrative Agent use of, all software useful to collect the Purchased Accounts and the Related Rights and (Biv) segregate segregate, in a manner reasonably acceptable to WFBC, all cash, checks and other instruments constituting Collections which are received by it or on behalf of the Customer from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon within one Business Day of receipt, remit all such cash, checks and instrumentsthe same to WFBC (or its designee), duly endorsed or with duly executed instruments of transfer, if applicable. The Customer shall cooperate with any replacement Servicer in the latter’s performance of its obligations. The Customer hereby confirms that all software currently used to the Administrative Agent collect or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower service Purchased Accounts and the Servicer will no longer have Related Rights was developed and owned by the Customer, and hereby grants to WFBC a non-transferable and non-exclusive license to use any access to the Collection Accounts; (v) the Administrative Agent may (orand all such software, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from which license is coupled with an Originator under the Purchase interest and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documentsis irrevocable. (b) The Borrower hereby authorizes Upon the Administrative Agent (on behalf occurrence and during the continuation of an Event of Termination, the Servicer shall segregate any Collections received by it from other funds of the Secured Parties), Customer and the Servicer within one Business Day of receipt and hold such amounts for WFBC. The Customer hereby irrevocably appoints the Administrative Agent WFBC as its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in the place and stead of the Borrower, which appointment is coupled with an interestCustomer, to take any and all steps deemed desirable by WFBC, in the name of the Borrower and on behalf of the Borrower necessary Customer to collect any amounts due under any Purchased Account or desirableany Related Right, in including endorsing the reasonable determination name of the Administrative AgentCustomer on checks and other instruments representing Collections and enforcing such Purchased Accounts and Related Rights. WFBC’s powers under this Section 4.03(b) shall not subject WFBC to any liability if any action taken by it proves to be inadequate or invalid, nor shall such powers confer any obligation whatsoever upon WFBC. (c) WFBC is hereby authorized to give notice, at any time after the occurrence and during the continuation of an Event of DefaultTermination, under each Lockbox Agreement that WFBC is exercising its rights under such Lockbox Agreement and to take all actions permitted under such Lockbox Agreement. The Customer agrees to take any action reasonably requested by WFBC to facilitate the foregoing. After WFBC takes any such action under a Lockbox Agreement, the Customer shall immediately deliver to WFBC any Collections received by the Customer. Should WFBC receive written notice (together with proof satisfactory to WFBC in its reasonable discretion) that amounts it has previously received as Collections are not Collections, if such amounts have not theretofore been applied as Collections hereunder, WFBC shall remit such amounts to the Customer promptly after receiving such notice and proof. Unless and until WFBC receives such notice and proof, WFBC may treat and apply amounts received in any Lockbox Account as Collections. If WFBC receives such notice and proof after applying any such amounts as Collections, such application of amounts shall not be reversed, provided that the Purchased Amount shall be increased, as applicable, to collect any and all reflect that such applied amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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 whatsoeverwere not Collections. (cd) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, WFBC shall have no obligation to take or consent to any and all steps in the name of the Servicer and on behalf of the Servicer necessary action to realize upon any Purchased Account or desirable, in the reasonable determination of the Administrative Agent, after Related Right or to enforce any rights or remedies related thereto. (e) After the occurrence and during the continuation of an Event of DefaultTermination, in addition to collect the rights otherwise provided herein, in any and Related Document or by applicable law to WFBC, WFBC may exercise all amounts rights of a secured party under the Uniform Commercial Code (whether or portions thereof due under any and all Collateralnot in effect in the jurisdiction where such rights are exercised), including endorsing the name of right to sell the Servicer on checks Purchased Accounts and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained Related Rights (or any portion thereof), in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate one or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoevermore sales.

Enforcement Rights. (a) At The Agent may, at any time following the occurrence and during the continuation pendency of an Event a Termination Event, direct the Obligors and the Lock-Box Banks, if any, to make all payments on the Receivables directly to the Agent or its designee. The Agent may, and the Seller shall at the Agent's request, withhold the identity of Default: the Purchasers from the Obligors and any Lock-Box Banks. Upon the Agent's request, the Seller (at the Seller's expense) shall (i) give notice to each Obligor of the Administrative Agent (at Agent's ownership of the Borrower’s expense) may Sold Interest and direct the Obligors that payment of all amounts payable under any Pool Receivable is to payments on Receivables be made directly to the Administrative Agent or its designee; , (ii) assemble for the Administrative Agent may instruct all Records and collateral security for the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly and transfer to the Administrative Agent (or its designee (on behalf of the Secured Partiesdesignee), and or license to the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at or its designee) the Borrower’s or use of, all software useful to collect the Servicer’s, as the case may be, expense) may so notify the Obligors; Receivables and (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent all Collections the Seller receives and, promptly upon receipt, remit all such cash, checks and instrumentsCollections in the form received, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties), and irrevocably appoints the Administrative Agent as its attorney-in-in- fact coupled with an interest, with full power of substitution and with full authority in the place and stead of the Borrower, which appointment is coupled with an interestSeller, to take any and all steps deemed desirable by the Agent, in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, Seller to (i) collect any and all amounts or portions thereof due under any and all CollateralReceivable, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsectionReceivables, none and (ii) exercise any and all of the Seller's rights and remedies under the Purchase Agreement. The Agent's powers conferred upon such attorney-in-fact pursuant to under this Section 3.5(b) shall not subject the preceding sentence shall subject such attorney-in-fact Agent to any liability if any action taken by it shall prove proves to be inadequate or invalid, nor shall they such powers confer any obligations obligation whatsoever upon such attorney-in-fact in any manner whatsoeverthe Agent. (c) The Servicer hereby authorizes Neither the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, nor any Purchaser shall have any obligation to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact consent to any liability if action to realize upon any action taken by it shall prove Receivable or to be inadequate enforce any rights or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoeverremedies related thereto.

Enforcement Rights. (a) At The Agent may at any time following after the occurrence of a Collection Agent Replacement Event direct the Obligors and during the continuation Lock-Box Banks to make all payments on the Sold Receivables directly to the Agent or its designee. The Agent may, and the Seller shall at the Agent's request, withhold the identity of an Event the Purchasers from the Obligors and Lock-Box Banks. Upon the Agent's request after the occurrence of Default: a Collection Agent Replacement Event, the Seller (at the Seller's expense) shall (i) give notice to each Obligor of the Administrative Agent (at Agent's ownership of the Borrower’s expense) may Sold Interest and direct the Obligors that payment of all amounts payable under any Pool Receivable is to payments on Sold Receivables be made directly to the Administrative Agent or its designee; , (ii) assemble for the Administrative Agent may instruct all Records and collateral security for the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary to collect the Pool Sold Receivables and the Related Security, Security and transfer to the Agent (or its designee), or (to the extent permitted by applicable law and contract) license to a successor Servicer the Agent (or its designee) the use of of, all software necessary useful to collect the Pool Sold Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (Biii) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent all Collections the Seller receives and, promptly upon receipt, remit all such cash, checks and instrumentsCollections in the form received, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower After the occurrence of a Collection Agent Replacement Event, the Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties), and irrevocably appoints the Administrative Agent as its attorney-in-fact coupled with an interest exclusively for the purposes described in clauses (i) and (ii) below, with full power of substitution and with full authority in the place and stead of the Borrower, which appointment is coupled with an interestSeller, to take any and all steps deemed desirable by the Agent, in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, Seller to (i) collect any and all amounts or portions thereof due under any and all CollateralSold Receivable, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to Sold Receivables and the contrary contained in this subsectionRelated Security, none and (ii) exercise any and all of the Seller's rights and remedies under the Purchase Agreement and the RPA Limited Guaranty. The Agent's powers conferred upon such attorney-in-fact pursuant to under this Section 3.5(b) shall not subject the preceding sentence shall subject such attorney-in-fact Agent to any liability if any action taken by it shall prove proves to be inadequate or invalid, nor shall they such powers confer any obligations obligation whatsoever upon such attorney-in-fact in any manner whatsoeverthe Agent. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), and irrevocably appoints the Administrative Agent Except as its attorney-in-fact with full power of substitution and with full authority otherwise expressly provided herein or in the place and stead of the Servicer, any other Transaction Document to which appointment it is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsectiona party, none of the powers conferred upon such attorney-in-fact pursuant Agent, any Purchaser Agent or any Purchaser shall have any obligation to the preceding sentence shall subject such attorney-in-fact take or consent to any liability if action to realize upon any action taken by it shall prove Sold Receivable or Related Security or to be inadequate enforce any rights or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoeverremedies related thereto.

Enforcement Rights. (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following 146 755287315 21689858 instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and use commercially reasonable efforts to transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place reasonably selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Collateral Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Collateral Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase First Tier Sale Agreement, the Transferor under the Second Tier Sale and Sale Contribution Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), and irrevocably appoints the Administrative Agent as its attorney-in-fact with 755287315 21689858 full power of substitution and with full authority in the place and stead of the Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during of a Termination Event or the continuation designation of an Event a Servicer (other than Owens & Minor Medical, Inc. or any of Defaultits Affiliates) pursuant to Sxxxxxn 4.1 hereof: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower or the Servicer Seller to give notice of the Secured Parties’ each Parallel Purchaser's interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties)designee, and upon such instruction from the Borrower or Administrative Agent the Servicer, as the case may be, Seller shall give such notice at the expense of the Borrower or the Servicer, as the case may beSeller; provided, that if the Borrower or the Servicer, as the case may be, Seller fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentObligor, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;; and (iii) the Administrative Agent may request the Servicer Seller to, and upon such request the Servicer Seller shall: , (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of of, to the new Servicer, all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections with respect to the Pool Receivables in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties)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 BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all CollateralPool Receivables or Related Security, including including, without limitation, endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Receivables, Related Security and the related Contracts. Notwithstanding anything to the contrary contained in this subsectionsubsection (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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of DefaultTermination that has not been waived in accordance with this Agreement: (i) the Administrative Agent (at the Borrower’s Sellers’ expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower Sellers or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower Sellers or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Sellers or the Servicer, as the case may be; provided, that if the Borrower Sellers or the Servicer, as the case may be, fails to so notify 102 each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s Sellers’ or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may (or, at the direction of the Majority Group Agents, shall) notify the Collection Account Lock-Box Banks that the Borrower Sellers and the Servicer will no longer have any access to the Collection Lock-Box Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders Group Agents shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the any Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Each Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrowersuch Seller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower such Seller and on behalf of the Borrower such Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of DefaultTermination that has not been waived in accordance with this Agreement, to collect any and all amounts or portions thereof due under any and all CollateralSupport Assets, including endorsing the name of the Borrower such Seller on checks and other instruments representing Collections and enforcing such CollateralSupport Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the 103 Administrative Agent, after the occurrence and during the continuation of an Event of DefaultTermination, to collect any and all amounts or portions thereof due under any and all CollateralSupport Assets, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such CollateralSupport Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (d) At any time following the occurrence of an Event of Termination that has not been waived in accordance with this Agreement, to the extent that the Administrative Agent has exercised exclusive dominion and control over the Lock-Box Accounts, the Servicer may, in its sole discretion, and shall at the direction of the Administrative Agent, deliver to the Administrative Agent a Commingling Report on any Business Day. Upon receipt of such Commingling Report, the Administrative Agent shall promptly review such Commingling Report to determine if such Commingling Report constitutes a Qualifying Commingling Report. In the event that the Administrative Agent reasonably determines that such Commingling Report constitutes a Qualifying Commingling Report, the Administrative Agent shall, unless otherwise directed by any Governmental Authority or otherwise prohibited by Applicable Law, promptly remit to the Servicer from the Lock-Box Accounts the lesser of (i) the amount identified on such Qualifying Commingling Report as Subject Collections on deposit in the Lock-Box Accounts and (ii) the aggregate amount of available funds then on deposit in the Lock-Box Accounts. For purposes of this clause (d), each of the following terms shall have the meanings set forth below:

Enforcement Rights. 77 (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and 78 on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At The Agent may, at any time following time, direct the occurrence Obligors and during the continuation Lock-Box Banks to make all payments on the Receivables directly to the Agent or its designee. The Agent may, and the Seller shall at the Agent's request, withhold the identity of an Event of Default: the Purchasers from the Obligors and Lock-Box Banks. Upon the Agent's request and only after a Potential Termination Event, the Seller (at the Seller's expense) shall (i) give notice to each Obligor of the Administrative Agent (at Purchaser's ownership of the Borrower’s expense) may Sold Interest and direct the Obligors that payment of all amounts payable under any Pool Receivable is to payments on Receivables be made directly to the Administrative Agent or its designee; , (ii) assemble for the Administrative Agent may instruct all Records and collateral security for the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary to collect the Pool Receivables and the Related Security, Security and transfer to the Agent (or its designee), or (to the extent permitted by applicable law and contract) license to a successor Servicer the Agent (or its designee) the use of of, all software necessary useful to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (Biii) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent all Collections the Seller receives and, promptly upon receipt, remit all such cash, checks and instrumentsCollections in the form received, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties), and irrevocably appoints the Administrative Agent as its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in the place and stead of the Borrower, which appointment is coupled with an interestSeller, to take any and all steps deemed desirable by the Agent, in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, Seller to (i) collect any and all amounts or portions thereof due under any and all CollateralReceivable, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to Receivables and the contrary contained in this subsectionRelated Security, none and (ii) exercise any and all of the Seller's rights and remedies under the Purchase Agreement. The Agent's powers conferred upon such attorney-in-fact pursuant to under this Section 3.5(b) shall not subject the preceding sentence shall subject such attorney-in-fact Agent to any liability if any action taken by it shall prove proves to be inadequate or invalid, nor shall they such powers confer any obligations obligation whatsoever upon such attorney-in-fact in any manner whatsoeverthe Agent. (c) The Servicer hereby authorizes Neither the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, nor any Purchaser shall have any obligation to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact consent to any liability if action to realize upon any action taken by it shall prove Receivable or Related Security or to be inadequate enforce any rights or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoeverremedies related thereto.

Enforcement Rights. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event: (i) the Administrative Agent (at the Borrower’s expense) Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Administrator or its designee;, (ii) the Administrative Agent Administrator may instruct the Borrower Seller or the Servicer to give notice of the Secured PartiesPurchaser Groups’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Administrator or its designee (on behalf of the Secured Partiessuch Purchaser Groups), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentObligor, the Administrative Agent Administrator (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;, and (iii) the Administrative Agent Administrator may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Administrator or its designee (for the benefit of the Secured PartiesPurchasers) at a place selected by the Administrative Agent Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Administrator or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent Administrator (on behalf of the Secured Partieseach Purchaser Group), and irrevocably appoints the Administrative Agent Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative AgentAdministrator, after the occurrence and during the continuation of an Event of Defaulta Termination Event, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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.743517908 04351262 -35-

Enforcement Rights. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event: (i) the Administrative Agent (at the Borrower’s expense) Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Administrator or its designee;, (ii) the Administrative Agent Administrator may instruct the Borrower Seller or the Servicer to give notice of the Secured Parties’ Issuer's interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Administrator or its designee (on behalf of the Secured Parties)designee, and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentObligor, the Administrative Agent Administrator (at the Borrower’s Seller's or the Servicer’s's, as the case may be, expense) may so notify the Obligors;, and (iii) the Administrative Agent Administrator may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Administrator or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Administrator or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties)Administrator, and irrevocably appoints the Administrative Agent Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after desirable following the occurrence and during the continuation of an Event a Termination Event, in the determination of Defaultthe Administrator, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of DefaultAmortization Event: (i) the Administrative Agent (at the BorrowerSeller’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower Seller or the Master Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower Seller or the Master Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Master Servicer, as the case may be; provided, provided that if the Borrower Seller or the Master Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the BorrowerSeller’s or the Master Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Master Servicer to, and upon such request the Master Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Master Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify (and shall, at the Collection Account Banks that direction of the Borrower and the Servicer will no longer have any access Required Purchasers) deliver Notices of Exclusive Control to the Collection AccountsBanks; (v) the Administrative Agent may (or, at the direction of the Majority Lenders Required Purchasers shall) replace the Person then acting as Master Servicer; and (vi) the Administrative Agent may collect any amounts due from an the Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance GuarantyAgreement. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Amortization Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of DefaultAmortization Event, to collect any and all amounts or portions thereof due under any and all Sold Assets and Seller Collateral, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such Sold Assets and Seller Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of a Servicer Default: (i) the Administrative Agent (at the Borrower’s expense) Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Administrator or its designee;, (ii) the Administrative Agent Administrator may instruct the Borrower Seller or the Servicer to give notice of the Secured PartiesPurchasers’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Administrator or its designee (on behalf of the Secured PartiesPurchasers), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentObligor, the Administrative Agent Administrator (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;, and (iii) the Administrative Agent Administrator may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or reasonably desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Administrator or its designee (for the benefit of the Secured PartiesPurchasers) at a place selected by the Administrative Agent Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Administrator or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent Administrator (on behalf of the Secured Partieseach Purchaser Group), and irrevocably appoints the Administrative Agent Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or reasonably desirable, in the reasonable determination of the Administrative AgentAdministrator, after following the occurrence and during the continuation of an Event of Defaulta Termination Event, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event, until the Final Payout Date: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower any SPV Entity or the any Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Pool Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower such SPV Entity or the such Servicer, as the case may be, shall give such notice at the expense of the Borrower such SPV Entity or the such Servicer, as the case may be; provided, that (i) if the Borrower such SPV Entity or the such Servicer, as the case may be, fails to so notify each Pool Obligor within two (2) Business Days following instruction by the Administrative AgentAgent to do so or (ii) at any time following the occurrence of a Termination Event pursuant to Section 9.01(e) or (f), then, in either case, the Administrative Agent (at the Borrowersuch SPV Entity’s or the such Servicer’s, as the case may be, expense) may so notify the Pool Obligors; (iiiii) the Administrative Agent may request the any Servicer to, and upon such request the such Servicer shall: (A) assemble all of the records necessary or appropriate to collect service and administer the collection of the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or appropriate to collect service and administer the collection of the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iviii) the Administrative Agent may assume exclusive control of each Lock-Box Account and notify the Collection Account Lock-Box Banks that the Borrower applicable SPV Entity and the applicable Servicer will no longer have any access to the Collection AccountsLock-Box Accounts in accordance with Section 8.03; (viv) the Administrative Agent may (or, at the direction of the Majority Lenders Group Agents shall) replace the Person then acting as Servicera Servicer in accordance with Section 8.01; and (viv) the Administrative Agent may collect any amounts due from an Originator under the any Purchase and Sale Agreement or the from Performance Guarantor under the any Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Each SPV Entity hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrowersuch SPV Entity, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower such SPV Entity and on behalf of the Borrower such SPV Entity necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Defaulta Termination Event, to collect any and all amounts or portions thereof due under any and all Sold Assets and Pledged Collateral, including endorsing indorsing the name of the Borrower such SPV Entity on checks and other instruments representing Collections and enforcing such Sold Assets and Pledged Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; ; (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; ; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and 92762333169 19631658 762333169 19631658 instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; ; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; ; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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.. SECTION

Enforcement Rights. (a) At any time following the occurrence and during the continuation ------------------ of an Event of Defaulta Termination Event: (i) the Administrative Agent (at the Borrower’s expense) Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Administrator or its designee;, (ii) the Administrative Agent Administrator may instruct the Borrower Seller or the Servicer to give notice of the Secured Parties’ Issuer's interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Administrator or its designee (on behalf of the Secured Parties)designee, and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case Receivables Purchase Agreement may be; provided that if the Seller or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may -------- be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentObligor, the Administrative Agent Administrator (at the Borrower’s Seller's or the Servicer’s's, as the case may be, expense) may so notify the Obligors;, and (iii) the Administrative Agent Administrator may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Administrator or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Administrator or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties)Administrator, and irrevocably appoints the Administrative Agent Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of DefaultAdministrator, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. The Administrator hereby agrees that it shall not exercise such power or authority unless a Termination Event or an Unmatured Termination Event has occurred and is continuing. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-attorney- in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative Agent (at the BorrowerSeller’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower Seller or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower Seller and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders Required Purchasers shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Transfer Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon during the continuance of an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all CollateralSupporting Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralSupporting Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all CollateralSupporting Assets, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such CollateralSupporting Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of DefaultTermination: (i) the Administrative Agent (at the BorrowerSeller’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower Seller or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Receivables Financing Agent to take such actions as are contemplated or otherwise permitted by any Intercreditor Agreement; (v) the Administrative Agent may notify the Collection Account Banks that the Borrower Seller and the Servicer will no longer have any access to the Collection Accounts; (vvi) the Administrative Agent may (or, at the direction of the Majority Lenders Purchasers shall) replace the Person then acting as Servicer; (vii) the Administrative Agent may request a drawing under any Eligible Supporting Letter of Credit (or any other letter of credit that names the Administrative Agent as the beneficiary thereof); and (viviii) the Administrative Agent may collect any amounts due from an Originator under the theany Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default Termination are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of DefaultTermination, to collect any and all amounts or portions thereof due under any and all CollateralSupport Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralSupport Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of DefaultTermination, to collect any and all amounts or portions thereof due under any and all CollateralSupport Assets, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such CollateralSupport Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Defaulta Termination Event: (i) the Administrative Agent (at the Borrower’s expense) Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent Administrator or its designee;designee (on behalf of the Purchasers), (ii) the Administrative Agent Administrator may instruct the Borrower Seller or the Servicer to give notice of the Secured PartiesPurchasers’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent Administrator or its designee (on behalf of the Secured PartiesPurchasers), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentAdministrator, the Administrative Agent Administrator (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;, and (iii) the Administrative Agent Administrator may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent Administrator or its designee (for the benefit of the Secured PartiesPurchasers) at a place selected by the Administrative Agent Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent Administrator or its designee;designee (on behalf of the Purchasers); and (iv) the Administrative Agent Administrator may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties)Administrator, and irrevocably appoints the Administrative Agent Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after desirable following the occurrence and during the continuation of an Event a Termination Event, in the determination of Defaultthe Administrator, to collect any and all amounts or portions thereof due under any and all CollateralPool Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact to any liability if any 719921903 05109795 31 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative Agent (at the BorrowerSeller’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable (other than CMS Receivables that are not Excluded CMS Private Program Receivables) is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower Seller or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments (other than CMS Receivables that are not Excluded CMS Private Program Receivables) be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Concentration Account Banks that the Borrower Seller and the Servicer will no longer have any access to the Collection Concentration Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders Required Purchasers shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Transfer Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon the occurrence and continuance of an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Subject to Section 9.02(e) and any requirements or restrictions set forth in the Medicare or Medicaid laws, rules or regulations, the Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all CollateralSupporting Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralSupporting Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Subject to Section 9.02(e) and any requirements or restrictions set forth in the Medicare or Medicaid laws, rules or regulations, the Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all CollateralSupporting Assets, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such CollateralSupporting Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an Event of DefaultTermination or, solely in the case of clauses (iv) and (vi) below, a Non-Reinvestment Event: (i) the Administrative Agent (at the BorrowerSeller’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designeedesignee and, without limiting the foregoing, the Administrative Agent may (and at the direction of the Majority Group Agents, shall) direct Obligors to cease remitting Collections to the Collection Accounts or Lock-Boxes and remit payments of Collections to the Blocked Accounts or such other accounts as the Administrative Agent may so designate; (ii) the Administrative Agent may instruct the Borrower Seller or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower Seller or the Servicer, as the case may be, shall give such notice at the expense of the Borrower Seller or the Servicer, as the case may be; provided, that if the Borrower Seller or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the BorrowerSeller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) shall segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Blocked Account Banks that the Borrower Seller and the Servicer will no longer have any access to the Collection Blocked Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders Group Agents shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of DefaultTermination, to collect any and all amounts or portions thereof due under any and all CollateralSupport Assets, including endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralSupport Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of DefaultTermination, to collect any and all amounts or portions thereof due under any and all CollateralSupport Assets, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such CollateralSupport Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation continuance of an Event of Defaulta Termination Event: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower Seller or the Servicer to give notice of the Secured Parties’ interest in Purchaser’s ownership of the Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties)designee, and upon such instruction from the Borrower Agent, the Seller or the Servicer, as the case may beapplicable, shall give such notice at the expense of the Borrower or the Servicer, as the case may beSeller; provided, that if the Borrower Seller or the Servicer, as the case may be, Servicer fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentObligor, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;; and (iii) the Administrative Agent may request the Seller or Servicer to, and upon such request the Servicer shall: Seller or Servicer, as applicable, shall (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor any new Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections with respect to the Pool Receivables in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties)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 BorrowerSeller, which appointment is coupled with an interest, during the occurrence and continuance of a Termination Event or Unmatured Termination Event, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all CollateralPool Receivables or Related Security, including including, without limitation, endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Receivables, Related Security and the related Contracts. Notwithstanding anything to the contrary contained in this subsectionsubsection (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. (c) The Servicer hereby authorizes , except to the Administrative Agent (on behalf extent arising out of the Secured Parties), and irrevocably appoints the Administrative Agent as its attorney-in-fact with full power negligence or willful misconduct of substitution and with full authority in the place and stead of the Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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 whatsoeverfact.

Enforcement Rights. (a) At any time following the occurrence and during the continuation of an Event of Default: (i) subject to any requirements or restrictions set forth in the Tariff or PURA or any PUCT requirements or restrictions, the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) subject to any requirements or restrictions set forth in the Tariff or PURA or any PUCT requirements or restrictions, the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) subject to any requirements or restrictions set forth in the Tariff or PURA or any PUCT requirements or restrictions, the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer no Oncor Party will no any longer have any access to the Collection Accounts; (v) subject to any requirements or restrictions set forth in the Tariff or PURA or any PUCT requirements or restrictions, the Administrative Agent may (or, at the direction of the Majority Lenders Group Agents shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance GuarantyAgreement. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Subject to any requirements or restrictions set forth in the Tariff or PURA or any PUCT requirements or restrictions, the Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (c) The Subject to any requirements or restrictions set forth in the Tariff or PURA or any PUCT requirements or restrictions, the Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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. (a) At any time following the occurrence and during the continuation of an a Termination Event of Defaultor Unmatured Termination Event: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower Seller or the Servicer to give notice of the Secured Parties’ Purchaser's interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties)designee, and upon such instruction from the Borrower Agent, the Seller or the Servicer, as the case may beapplicable, shall give such notice at the expense of the Borrower or the Servicer, as the case may beSeller; provided, that if the Borrower Seller or the Servicer, as the case may be, Servicer fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative AgentObligor, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors;; and (iii) the Administrative Agent may request the Seller or the Servicer to, and upon such request the Servicer Seller or the Servicer, as applicable, shall: , (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor any new Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections with respect to the Pool Receivables in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower Seller hereby authorizes the Administrative Agent (on behalf of the Secured Parties)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 BorrowerSeller, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower Seller and on behalf of the Borrower Seller necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all CollateralPool Receivables or Related Security, including including, without limitation, endorsing the name of the Borrower Seller on checks and other instruments representing Collections and enforcing such CollateralPool Receivables, Related Security and the related Contracts. Notwithstanding anything to the contrary contained in this subsectionSUBSECTION (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. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), 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 Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the 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.