Common use of Rights of the Initial Purchaser; Enforcement Rights Clause in Contracts

Rights of the Initial Purchaser; Enforcement Rights. (a) The Initial Purchaser shall have no obligation to account for, to replace, to substitute or to return any Receivables and Related Rights to any Originator. The Initial Purchaser shall have no obligation to account for, or to return to any Originator, Collections, or any interest or other finance charge collected pursuant thereto, without regard to whether such Collections and charges are in excess of the Purchase Price for such Pool Receivables and Related Rights. (b) The Initial Purchaser shall have the unrestricted right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Pool Receivables and Related Rights, and all of the Initial Purchaser's right, title and interest in, to and under this Agreement, on whatever terms the Initial Purchaser shall determine, pursuant to the Receivables Purchase Agreement or otherwise. (c) The Initial Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Pool Receivables and Related Rights and, except as expressly set forth in the Transaction Documents, shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding. (d) At any time following the designation of a Servicer (other than D&K) in accordance with the Receivables Purchase Agreement: (i) the Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable be made directly to the Administrator or its designee; (ii) the Administrator may instruct D&K to give notice of the Initial Purchaser's interest in the Pool Receivables 31 or the Purchaser's interest in Pool Receivables to each Obligor, which notice shall direct that payments with respect to Pool Receivables be made directly to the Administrator or its designee, and upon such instruction from the Administrator D&K shall give such notice at its expense; provided, that if D&K fails to so notify each Obligor, the Administrator may so notify the Obligors; and (iii) the Administrator may request D&K to, and upon such request D&K shall, (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Rights (including, without limitation, computer programs, tapes and disks, other than excluded data), and make the same available to the Administrator or its designee at a place selected by the Administrator, 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 acceptable to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designee. (e) Each Originator hereby authorizes the Initial Purchaser, and irrevocably appoints the Initial Purchaser as its attorney-in-fact with full power of substitution and with full authority in the place and stead of such Originator, which appointment is coupled with an interest, to take any and all steps in the name of such Originator and on behalf of such Originator necessary or desirable, in the determination of the Initial Purchaser, to collect any and all amounts or portions thereof due under any and all Pool Receivables or Related Rights, including, without limitation, endorsing the name of such Originator on checks and other instruments representing Collections and enforcing such Pool Receivables and Related Rights.

Rights of the Initial Purchaser; Enforcement Rights. (a) The Initial Purchaser shall have no obligation to account for, to replace, to substitute or to return any Receivables and or Related Rights Assets to any Originator. The Without limiting the foregoing, the Initial Purchaser shall have no obligation to account for, or to return to any Originator, Collections, or any interest or other finance charge collected pursuant thereto, without regard to whether such Collections and charges are in excess of the Purchase Price for such Pool Receivables and Related RightsAssets. (b) The Initial Purchaser shall have the unrestricted right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Pool Receivables and Related RightsAssets (and other items covered by Section 1.2(c)), and all of the Initial Purchaser's right, title and interest in, to and under this Agreement, on whatever terms the Initial Purchaser shall determine, pursuant to the Receivables Purchase Agreement or otherwise. (c) The Initial Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Pool Receivables and Related Rights and, except as expressly set forth in the Transaction Documents, Assets and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding, it being understood that this Section shall not limit the Initial Purchaser's rights and remedies pursuant to Article III or other provisions of this Agreement or pursuant to applicable law. (d) At any time following the designation of a Servicer (other than D&KSolectron) in accordance with pursuant to Section 4.1 of the Receivables Purchase Agreement: (i) the Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable be made directly to the Administrator or its designee; (ii) the Administrator may instruct D&K any Originator to give notice of the Initial Purchaser's interest in the Pool Receivables 31 or the PurchaserIssuer's interest in Pool Receivables to each Obligor, which notice shall direct that payments with respect to Pool Receivables be made directly to the Administrator or its designee, and upon such instruction from the Administrator D&K such Originator shall give such notice at its expensethe expense of such Originator; provided, that if D&K such Originator fails to so notify each Obligor, the Administrator may so notify the Obligors; and (iii) the Administrator may request D&K such Originator to, and upon such request D&K such Originator shall, (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Rights (includingAssets, without limitationand transfer or license the use of, computer programsto the new Servicer, tapes all software necessary or desirable to collect the Receivables and disks, other than excluded data)the Related Assets, and make the same available to the Administrator or its designee at a place selected by the Administrator, 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 acceptable to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designee. (e) Each Originator hereby authorizes the Initial Purchaser, and irrevocably appoints the Initial Purchaser as its attorney-in-fact with full power of substitution and with full authority in the place and stead of such Originator, which appointment is coupled with an interest, to take any and all steps in the name of such Originator and on behalf of such Originator necessary or desirable, in the determination of the Initial Purchasersuch Originator, to collect any and all amounts or portions thereof due under any and all Pool Receivables originated by such Originator or Related RightsAssets, including, without limitation, endorsing the name of such Originator on checks and other instruments representing Collections and enforcing such Pool Receivables and Related RightsAssets. Notwithstanding anything to the contrary contained in this SUBSECTION (e), 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.

Rights of the Initial Purchaser; Enforcement Rights. (a) The Initial Purchaser shall have no obligation to account for, to replace, to substitute or to return any Receivables and or Related Rights Assets to any Originator. The Without limiting the foregoing, the Initial Purchaser shall have no obligation to account for, or to return to any Originator, Collections, or any interest or other finance charge collected pursuant thereto, without regard to whether such Collections and charges are in excess of the Purchase Price for such Pool Receivables and Related RightsAssets. (b) The Initial Purchaser shall have the unrestricted right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Pool Receivables and Related RightsAssets (and other items covered by Section 1.2(c) and (d)), and all of the Initial Purchaser's right, title and interest in, to and under this Agreement, on whatever terms the Initial Purchaser shall determine, pursuant to the Receivables Purchase Agreement or otherwise. (c) The Initial Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Pool Receivables and Related Rights and, except as expressly set forth in the Transaction Documents, Assets and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding, it being understood that this Section shall not limit the Initial Purchaser's rights and remedies pursuant to Article III or other provisions of this Agreement or pursuant to applicable law. (d) At any time following the designation of a Servicer (other than D&KSolectron) in accordance with pursuant to Section 4.1 of the Receivables Purchase Agreement: (i) the Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable be made directly to the Administrator or its designee; (ii) the Administrator may instruct D&K any Originator to give notice of the Initial Purchaser's interest in the Pool Receivables 31 or the PurchaserIssuer's interest in Pool Receivables to each Obligor, which notice shall direct that payments with respect to Pool Receivables be made directly to the Administrator or its designee, and upon such instruction from the Administrator D&K such Originator shall give such notice at its expensethe expense of such Originator; provided, that if D&K such Originator fails to so notify each Obligor, the Administrator may so notify the Obligors; and (iii) the Administrator may request D&K such Originator to, and upon such request D&K such Originator shall, (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Rights (includingAssets, without limitationand transfer or license the use of, computer programsto the new Servicer, tapes all software necessary or desirable to collect the Receivables and disks, other than excluded data)the Related Assets, and make the same available to the Administrator or its designee at a place selected by the Administrator, 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 acceptable to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designee. (e) Each Originator hereby authorizes the Initial Purchaser, and irrevocably appoints the Initial Purchaser as its attorney-in-fact with full power of substitution and with full authority in the place and stead of such Originator, which appointment is coupled with an interest, to take any and all steps in the name of such Originator and on behalf of such Originator necessary or desirable, in the determination of the Initial Purchasersuch Originator, to collect any and all amounts or portions thereof due under any and all Pool Receivables originated by such Originator or Related RightsAssets, including, without limitation, endorsing the name of such Originator on checks and other instruments representing Collections and enforcing such Pool Receivables and Related RightsAssets. Notwithstanding anything to the contrary contained in this subsection (e), 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.

Rights of the Initial Purchaser; Enforcement Rights. (a) The Initial Purchaser shall have no obligation to account for, to replace, to substitute or to return any Receivables and Related Rights to any Originator. The Initial Purchaser shall have no obligation to account for, or to return to any Originator, Collections, or any interest or other finance charge collected pursuant thereto, without regard to whether such Collections and charges are in excess of the Purchase Price for such Pool Receivables and Related Rights. (b) The Initial Purchaser shall have the unrestricted right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Pool Receivables and Related Rights, and all of the Initial Purchaser's right, title and interest in, to and under this Agreement, on whatever terms the Initial Purchaser shall determine, pursuant to the Receivables Purchase Agreement or otherwise. (c) The Initial Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Pool Receivables and Related Rights and, except as expressly set forth in the Transaction Documents, shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding. (d) At any time following the designation of a Servicer (other than D&KConMed) in accordance with the Receivables Purchase Agreement: (i) the Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable be made directly to the Administrator or its designee; (ii) the Administrator may instruct D&K ConMed to give notice of the Initial Purchaser's interest in the Pool Receivables 31 or the Purchaser's interest in Pool Receivables to each Obligor, which notice shall direct that payments with respect to Pool Receivables be made directly to the Administrator or its designee, and upon such instruction from the Administrator D&K ConMed shall give such notice at its expense; provided, that if D&K ConMed fails to so notify each Obligor, the Administrator may so notify the Obligors; and (iii) the Administrator may request D&K ConMed to, and upon such request D&K ConMed shall, (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Rights (including, without limitation, computer programs, tapes and disks, other than excluded data), and make the same available to the Administrator or its designee at a place selected by the Administrator, 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 acceptable to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designee. (e) Each Originator hereby authorizes the Initial Purchaser, and irrevocably appoints the Initial Purchaser as its attorney-in-fact with full power of substitution and with full authority in the place and stead of such Originator, which appointment is coupled with an interest, to take any and all steps in the name of such Originator and on behalf of such Originator necessary or desirable, in the determination of the Initial Purchaser, to collect any and all amounts or portions thereof due under any and all Pool Receivables or Related Rights, including, without limitation, endorsing the name of such Originator on checks and other instruments representing Collections and enforcing such Pool Receivables and Related Rights.

Rights of the Initial Purchaser; Enforcement Rights. (a) The Initial Purchaser shall have no obligation to account for, to replace, to substitute or to return any Receivables Pool Receivable and Related Rights Asset to any Originator. The Initial Purchaser shall have no obligation to account for, or to return to any Originator, Collections, or any interest or other finance charge collected pursuant thereto, without regard to whether such Collections and charges are in excess of the Purchase Price for such Pool Receivables and Related RightsAssets. (b) The Initial Purchaser shall have the unrestricted right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Pool Receivables and Related RightsAssets, and all of the Initial Purchaser's right, title and interest in, to and under this Agreement, on whatever terms the Initial Purchaser shall determine, pursuant to the Receivables Purchase Agreement or otherwise. (c) The Initial Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Pool Receivables and Related Rights and, except as expressly set forth in the Transaction Documents, Assets and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding. (d) At any time following the designation of a Servicer (other than D&KO&M Medical or any of its Affiliates) in accordance with pursuant to Section 4.1 of the Receivables Purchase Agreement: (i) the Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable be made directly to the Administrator or its designee; (ii) the Administrator may instruct D&K each Originator to give notice of the Initial Purchaser's interest in the Pool Receivables 31 or the PurchaserIssuer's interest in Pool Receivables to each Obligor, which notice shall direct that payments with respect to Pool Receivables be made directly to the Administrator or its designee, and upon such instruction from the Administrator D&K each Originator shall give such notice at its expense; provided, that if D&K any Originator fails to so notify each Obligor, the Administrator may so notify the Obligors; and (iii) the Administrator may request D&K any or all of the Originators to, and upon such request D&K each applicable Originator shall, (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Rights (includingAssets, without limitationand transfer or license the use of, computer programsto the new Servicer, tapes all software necessary or desirable to collect the Pool Receivables and disks, other than excluded data)the Related Assets, and make the same available to the Administrator or its designee at a place selected by the AdministratorAdministrator (provided that if any Originator is unable to transfer or license the use of the appropriate software to the new Servicer, such Originator shall pay to the new Servicer the amount necessary for the new Servicer to purchase the use of such software), 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 acceptable to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designee. (e) Each Originator hereby authorizes the Initial Purchaser, and irrevocably appoints the Initial Purchaser as its attorney-in-fact with full power of substitution and with full authority in the place and stead of such Originator, which appointment is coupled with an interest, to take any and all steps in the name of such Originator and on behalf of such Originator necessary or desirable, in the determination of the Initial Purchaser, to collect any and all amounts or portions thereof due under any and all Pool Receivables or Related RightsAssets, including, without limitation, endorsing the name of such Originator on checks and other instruments representing Collections and enforcing such Pool Receivables and Related RightsAssets. Notwithstanding anything to the contrary contained in this subsection (e), 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 (except for its own gross negligence 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 whatsoever.

Rights of the Initial Purchaser; Enforcement Rights. (a) The Initial Purchaser shall have no obligation to account for, to replace, to substitute or to return any Receivables and Related Rights to any Originator. The Initial Purchaser shall have no obligation to account for, or to return to any Originator, Collections, or any interest or other finance charge collected pursuant thereto, without regard to whether such Collections and charges are in excess of the Purchase Price for such Pool Receivables and Related Rights. (b) The Initial Purchaser shall have the unrestricted right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Pool Receivables and Related Rights, and all of the Initial Purchaser's right, title and interest in, to and under this Agreement, on whatever terms the Initial Purchaser shall determine, pursuant to the Receivables Purchase Agreement or otherwise. (c) The Initial Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Pool Receivables and Related Rights and, except as expressly set forth in the Transaction Documents, shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding. (d) At any time following the designation of a Servicer (other than D&KMaxtor) in accordance with the Receivables Purchase Agreement: (i) the Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable be made directly to the Administrator or its designee; (ii) the Administrator may instruct D&K Maxtor to give notice of the Initial Purchaser's interest in the Pool Receivables 31 or the Purchaser's interest in Pool Receivables to each Obligor, which notice shall direct that payments with respect to Pool Receivables be made directly to the Administrator or its designee, and upon such instruction from the Administrator D&K Maxtor shall give such notice at its expense; provided, that if D&K Maxtor fails to so notify each Obligor, the Administrator may so notify the Obligors; and (iii) the Administrator may request D&K Maxtor to, and upon such request D&K Maxtor shall, (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Rights (including, without limitation, computer programs, tapes and disks, other than excluded data), and make the same available to the Administrator or its designee at a place selected by the Administrator, 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 acceptable to the Administrator and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrator or its designee. (e) Each Originator hereby authorizes the Initial Purchaser, and irrevocably appoints the Initial Purchaser as its attorney-in-fact with full power of substitution and with full authority in the place and stead of such Originator, which appointment is coupled with an interest, to take any and all steps in the name of such Originator and on behalf of such Originator necessary or desirable, in the determination of the Initial Purchaser, to collect any and all amounts or portions thereof due under any and all Pool Receivables or Related Rights, including, without limitation, endorsing the name of such Originator on checks and other instruments representing Collections and enforcing such Pool Receivables and Related Rights.