Common use of Rights of the Purchaser Clause in Contracts

Rights of the Purchaser. (a) After the occurrence or declaration of the Facility Maturity Date, the Seller hereby authorizes the Purchaser, the Servicer, the Collateral Agent and the Administrative Agent and/or their respective designees or assignees to take any and all steps in Seller’s name and on behalf of the Seller that the Purchaser, the Servicer, the Collateral Agent or the Administrative Agent and/or their respective designees or assignees determine are necessary or appropriate to collect all amounts due under any and all Sale Portfolio and to enforce or protect the Purchaser’s, the Collateral Agent’s and the Administrative Agent’s rights under this Agreement, including endorsing the name of the Seller on checks and other instruments representing Interest Collections and Principal Collections and enforcing such Sale Portfolio. (b) Except as set forth in Sections 6.1 and 6.2 with respect to the repurchase or Substitution of certain Loan Assets, the Purchaser shall have no obligation to account for, replace, substitute or return any Sale Portfolio to the Seller. The Purchaser shall have no obligation to account for or to return Interest Collections or Principal Collections, or any interest or other finance charge collected pursuant thereto, to the Seller, irrespective of whether such Interest Collections and Principal Collections and charges are in excess of the Purchase Price for such Sale Portfolio. (c) The Purchaser shall have the right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Sale Portfolio and all of the Purchaser’s right, title and interest in, to and under this Agreement, pursuant to the Loan and Servicing Agreement. (d) The Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Sale Portfolio and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding.

Rights of the Purchaser. (a) After the occurrence or declaration of the Facility Maturity Date, if the Collection Date has not yet occurred, the Seller hereby authorizes the Purchaser, the ServicerCollateral Manager, the Collateral Agent and the Administrative Agent and/or their respective designees or assignees to take any and all steps in Seller’s name and on behalf of the Seller that the Purchaser, the ServicerCollateral Manager, the Collateral Agent or the Administrative Agent and/or their respective designees or assignees determine are necessary or appropriate to collect all amounts due under any and all Sale Portfolio and to enforce or protect the Purchaser’s, the Collateral Agent’s and the Administrative Agent’s rights under this Agreement, including endorsing the name of the Seller on checks and other instruments representing Interest Collections and Principal Collections and enforcing such Sale Portfolio. (b) Except as set forth in Sections 6.1 and 6.2 with respect to the repurchase or Substitution of certain Loan AssetsLoans, the Purchaser shall have no obligation to account for, replace, substitute or return any Sale Portfolio to the Seller. The Purchaser shall have no obligation to account for or to return Interest Collections or Principal Collections, or any interest or other finance charge collected pursuant thereto, to the Seller, irrespective of whether such Interest Collections and Principal Collections and charges are in excess of the Purchase Price for such Sale Portfolio. (c) The Purchaser shall have the right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Sale Portfolio and all of the Purchaser’s right, title and interest in, to and under this Agreement, pursuant to the Loan and Servicing Agreement. (d) The Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Sale Portfolio and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding.

Rights of the Purchaser. (a) After the occurrence or declaration of the Facility Final Maturity Date, the Seller hereby authorizes the Purchaser, the ServicerCollateral Manager, the Collateral Agent and Agent, the Administrative Agent Agent, and/or their respective designees or assignees to take any and all steps in Seller’s name and on behalf of the Seller that the Purchaser, the ServicerCollateral Manager, the Collateral Agent or Agent, the Administrative Agent and/or their respective designees or assignees determine are reasonably necessary or appropriate to collect all amounts due under any and all Sale Portfolio Transferred Assets and to enforce or protect the Purchaser’s, the Collateral Agent’s and ’s, the Administrative Agent’s and the Lenders’ rights under this Agreement, including endorsing the name of the Seller on checks and other instruments representing Interest Collections Proceeds and Principal Collections Proceeds and enforcing such Sale PortfolioTransferred Assets. (b) Except as set forth in Sections Section 6.1 and 6.2 with respect to the repurchase or Substitution substitution of certain Loan AssetsCollateral Loans, the Purchaser shall have no obligation to account for, replace, substitute or return any Sale Portfolio Transferred Assets to the Seller. The Purchaser shall have no obligation to account for or to return Interest Collections Proceeds or Principal CollectionsProceeds, or any interest or other finance charge collected pursuant thereto, to the Seller, irrespective of whether such Interest Collections Proceeds and Principal Collections Proceeds and charges are in excess of the Purchase Price for such Sale PortfolioTransferred Asset. (c) The Purchaser shall have the right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Sale Portfolio each Transferred Asset and all of the Purchaser’s right, title and interest in, to and under this Agreement, pursuant to this Agreement or the Loan and Servicing Credit Agreement. (d) The Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Sale Portfolio each Transferred Asset and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding.

Rights of the Purchaser. (a) After the occurrence or declaration of the Facility Maturity Date, the Seller hereby authorizes the Purchaser, the Servicer, the Collateral Agent and Trustee, the Administrative Agent Agent, and/or their respective designees or assignees to take any and all steps in Seller’s name and on behalf of the Seller that the Purchaser, the Servicer, the Collateral Agent or Trustee, the Administrative Agent and/or their respective designees or assignees determine are reasonably necessary or appropriate to collect all amounts due under any and all Sale Portfolio and to enforce or protect the Purchaser’s, the Collateral Trustee’s, the Agent’s and the Administrative Agent’s Lenders’ rights under this Agreement, including endorsing the name of the Seller on checks and other instruments representing Interest Collections and Principal Collections and enforcing such Sale Portfolio. (b) Except as set forth in Sections 6.1 and 6.2 with respect to the repurchase or Substitution of certain Loan Assets, the Purchaser shall have no obligation to account for, replace, substitute or return any Sale Portfolio to the Seller. The Purchaser shall have no obligation to account for or to return Interest Collections or Principal Collections, or any interest or other finance charge collected pursuant thereto, to the Seller, irrespective of whether such Interest Collections and Principal Collections and charges are in excess of the Purchase Price for such Sale Portfolio. (c) The Purchaser shall have the right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Sale Portfolio and all of the Purchaser’s right, title and interest in, to and under this Agreement, pursuant to the Second Tier Purchase and Sale Agreement or the Loan and Servicing Agreement. (d) The Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Sale Portfolio and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding.

Rights of the Purchaser. (a) After the occurrence or declaration of the Facility Maturity Date, the Seller hereby authorizes the Purchaser, the Servicer, the Collateral Agent and Trustee, the Administrative Agent Agent, the Note Purchaser and/or their respective designees or assignees to take any and all steps in Seller’s name and on behalf of the Seller that the Purchaser, the Servicer, the Collateral Agent or Trustee, the Administrative Agent Agent, the Note Purchaser and/or their respective designees or assignees determine are reasonably necessary or appropriate to collect all amounts due under any and all Sale Portfolio and to enforce or protect the Purchaser’s, the Collateral Trustee’s, the Agent’s and the Administrative AgentNote Purchaser’s rights under this Agreement, including endorsing the name of the Seller on checks and other instruments representing Interest Collections and Principal Collections and enforcing such Sale Portfolio. (b) Except as set forth in Sections 6.1 and 6.2 with respect to the repurchase or Substitution of certain Loan Assets, the Purchaser shall have no obligation to account for, replace, substitute or return any Sale Portfolio to the Seller. The Purchaser shall have no obligation to account for or to return Interest Collections or Principal Collections, or any interest or other finance charge collected pursuant thereto, to the Seller, irrespective of whether such Interest Collections and Principal Collections and charges are in excess of the Purchase Price for such Sale Portfolio. (c) The Purchaser shall have the right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Sale Portfolio and all of the Purchaser’s right, title and interest in, to and under this Agreement, pursuant to the Loan Second Tier Purchase and Servicing Sale Agreement or the Note Purchase Agreement. (d) The Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Sale Portfolio and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding.

Rights of the Purchaser. (a) After the occurrence or declaration of the Facility Maturity Date, the Seller hereby authorizes the Purchaser, the Servicer, the Collateral Agent and Trustee, the Administrative Agent and/or their respective designees or assignees to take any and all steps in Seller’s name and on behalf of the Seller that the Purchaser, the Servicer, the Collateral Agent or Trustee, the Administrative Agent and/or their respective designees or assignees determine are reasonably necessary or appropriate to collect all amounts due under any and all Sale Portfolio and to enforce or protect the Purchaser’s, the Collateral Trustee’s, the Agent’s and the Administrative Agent’s Lenders’ rights under this Agreement, including endorsing the name of the Seller on checks and other instruments representing Interest Collections and Principal Collections and enforcing such Sale Portfolio. (b) Except as set forth in Sections 6.1 and 6.2 with respect to the repurchase or Substitution of certain Loan Assets, the Purchaser shall have no obligation to account for, replace, substitute or return any Sale Portfolio to the Seller. The Purchaser shall have no obligation to account for or to return Interest Collections or Principal Collections, or any interest or other finance charge collected pursuant thereto, to the Seller, irrespective of whether such Interest Collections and Principal Collections and charges are in excess of the Purchase Price for such Sale Portfolio. (c) The Purchaser shall have the right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Sale Portfolio and all of the Purchaser’s right, title and interest in, to and under this Agreement, pursuant to the Second Tier Purchase and Sale Agreement or the Loan and Servicing Agreement. (d) The Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Sale Portfolio and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding.

Rights of the Purchaser. (a) After the occurrence or declaration and during the continuance of the Facility Maturity Datean Event of Default, the Seller hereby authorizes the Purchaser, the ServicerCollateral Manager, the Collateral Agent and Agent, the Administrative Agent Agent, and/or their respective designees or assignees to take any and all steps in Seller’s name and on behalf of the Seller that the Purchaser, the ServicerCollateral Manager, the Collateral Agent or Agent, the Administrative Agent and/or their respective designees or assignees determine are reasonably necessary or appropriate to collect all amounts due under any and all Sale Portfolio Transferred Assets and to enforce or protect the Purchaser’s, the Collateral Agent’s and ’s, the Administrative Agent’s and the Lenders’ rights under this Agreement, including endorsing the name of the Seller on checks and other instruments representing Interest Collections Proceeds and Principal Collections Proceeds and enforcing such Sale PortfolioTransferred Assets. (b) Except as set forth in Sections Section 6.1 and 6.2 with respect to the repurchase or Substitution substitution of certain Loan Collateral Assets, the Purchaser shall have no obligation to account for, replace, substitute or return any Sale Portfolio Transferred Assets to the Seller. The Purchaser shall have no obligation to account for or to return Interest Collections Proceeds or Principal CollectionsProceeds, or any interest or other finance charge collected pursuant thereto, to the Seller, irrespective of whether such Interest Collections Proceeds and Principal Collections Proceeds and charges are in excess of the Purchase Price for such Sale PortfolioTransferred Asset. (c) The Purchaser shall have the right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Sale Portfolio each Transferred Asset and all of the Purchaser’s right, title and interest in, to and under this Agreement, pursuant to this Agreement or the Loan and Servicing Credit Agreement. (d) The Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Sale Portfolio each Transferred Asset and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding.

Rights of the Purchaser. (a) After the occurrence or declaration of the Facility Maturity Date, the Seller hereby authorizes the Purchaser, the Servicer, the Collateral Agent and Trustee, the Administrative Agent Agent, the Note Purchaser and/or their respective designees or assignees to take any and all steps in Seller’s name and on behalf of the Seller that the Purchaser, the Servicer, the Collateral Agent or Trustee, the Administrative Agent Agent, the Note Purchaser and/or their respective designees or assignees determine are reasonably necessary or appropriate to collect all amounts due under any and all Sale Portfolio and to enforce or protect the Purchaser’s, the Collateral Trustee’s, the Agent’s and the Administrative AgentNote Purchaser’s rights under this Agreement, including endorsing the name of the Seller on checks and other instruments representing Interest Collections and Principal Collections and enforcing such Sale Portfolio. (b) Except as set forth in Sections 6.1 and 6.2 with respect to the repurchase or Substitution of certain Loan Assets, the Purchaser shall have no obligation to account for, replace, substitute or return any Sale Portfolio to the Seller. The Purchaser shall have no obligation to account for or to return Interest Collections or Principal Collections, or any interest or other finance charge collected pursuant thereto, to the Seller, irrespective of whether such Interest Collections and Principal Collections and charges are in excess of the Purchase Price for such Sale Portfolio. (c) The Purchaser shall have the right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Sale Portfolio and all of the Purchaser’s right, title and interest in, to and under this Agreement, pursuant to the Loan Second Tier Purchase and Sale Agreement or the Amended and Restated Sale and Servicing Agreement. (d) The Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Sale Portfolio and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding.

Rights of the Purchaser. (a) After the occurrence or declaration and during the continuance of the Facility Maturity Datean Event of Default, the Seller hereby authorizes the Purchaser, the ServicerInvestment Manager, the Collateral Agent and Agent, the Administrative Agent Agent, and/or their respective designees or assignees to take any and all steps in Seller’s name and on behalf of the Seller that the Purchaser, the ServicerInvestment Manager, the Collateral Agent or Agent, the Administrative Agent and/or their respective designees or assignees determine are reasonably necessary or appropriate to collect all amounts due under any and all Sale Portfolio Transferred Assets and to enforce or protect the Purchaser’s, the Collateral Agent’s and ’s, the Administrative Agent’s and the Lenders’ rights under this Agreement, including endorsing the name of the Seller on checks and other instruments representing Interest Collections Proceeds and Principal Collections Proceeds and enforcing such Sale PortfolioTransferred Assets. (b) Except as set forth in Sections Section 6.1 and 6.2 with respect to the repurchase or Substitution substitution of certain Loan AssetsCollateral Obligations, the Purchaser shall have no obligation to account for, replace, substitute or return any Sale Portfolio Transferred Assets to the Seller. The Purchaser shall have no obligation to account for or to return Interest Collections Proceeds or Principal CollectionsProceeds, or any interest or other finance charge collected pursuant thereto, to the Seller, irrespective of whether such Interest Collections Proceeds and Principal Collections Proceeds and charges are in excess of the Purchase Price for such Sale PortfolioTransferred Asset. (c) The Purchaser shall have the right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Sale Portfolio each Transferred Asset and all of the Purchaser’s right, title and interest in, to and under this Agreement, pursuant to this Agreement or the Loan and Servicing Credit Agreement. (d) The Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Sale Portfolio each Transferred Asset and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding.

Rights of the Purchaser. (a) After The Purchaser may, at any time, give notice of ownership and/or direct the occurrence Obligors of Transferred Receivables and any Person obligated on any Related Security, or declaration any of them, that payment of all amounts payable under any Transferred Receivable be made directly to the Purchaser or its designee. Each Seller hereby transfers to the Purchaser (and its assigns or designees) the exclusive ownership and control of the Facility Maturity DateLock-Box Accounts maintained by such Seller for the purpose of receiving Collections. (b) Each Seller shall, at any time upon the Purchaser's request and at such Seller's expense, give notice of such ownership to each Obligor of Transferred Receivables originated by such Seller and direct that payments of all amounts payable under such Transferred Receivables be made directly to the Purchaser or its designee. (c) Each Seller shall, at the Purchaser's request, assemble all of the documents, instruments and other records (including, without limitation, computer tapes and diskettes) which evidence the Transferred Receivables originated by such Seller, and the related Contracts and Related Security, or which are otherwise necessary or desirable to collect the Transferred Receivables, and the Related Security and Collections with respect thereto, and shall make the same available to the Purchaser at a place selected by the Purchaser or its designee. The Purchaser shall also have the right to make copies of all such documents, instruments and other records at any time. (d) Each Seller hereby authorizes the Purchaser, the Servicer, the Collateral Agent and the Administrative Agent and/or their respective designees or assignees Purchaser to take any and all steps in such Seller’s 's name and on behalf of each such Seller necessary or desirable, in the Seller that determination of the Purchaser, the Servicer, the Collateral Agent or the Administrative Agent and/or their respective designees or assignees determine are necessary or appropriate to collect all amounts due under any and all Sale Portfolio and to enforce or protect the Purchaser’sTransferred Receivables originated by such Seller, the Collateral Agent’s and the Administrative Agent’s rights under this Agreementincluding, including without limitation, endorsing the such Seller's name of the Seller on checks and other instruments representing Interest Collections and Principal Collections of Transferred Receivables originated by such Seller and enforcing such Sale PortfolioTransferred Receivables and the Related Contracts. (b) Except as set forth in Sections 6.1 and 6.2 with respect to the repurchase or Substitution of certain Loan Assets, the Purchaser shall have no obligation to account for, replace, substitute or return any Sale Portfolio to the Seller. The Purchaser shall have no obligation to account for or to return Interest Collections or Principal Collections, or any interest or other finance charge collected pursuant thereto, to the Seller, irrespective of whether such Interest Collections and Principal Collections and charges are in excess of the Purchase Price for such Sale Portfolio. (c) The Purchaser shall have the right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Sale Portfolio and all of the Purchaser’s right, title and interest in, to and under this Agreement, pursuant to the Loan and Servicing Agreement. (d) The Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Sale Portfolio and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding.

Rights of the Purchaser. (a) After the occurrence or declaration of the Facility Maturity Date, the Seller hereby authorizes the Purchaser, the Servicer, the Collateral Agent and the Administrative Agent and/or their respective designees or assignees to take any and all steps in the Seller’s name and on behalf of the Seller that the Purchaser, the Servicer, the Collateral Agent or the Administrative Agent and/or their respective designees or assignees determine are necessary or appropriate to collect all amounts due under any and all Sale Portfolio and to enforce or protect the Purchaser’s, the Collateral Agent’s and the Administrative Agent’s rights under this Agreement, including endorsing the name of the Seller on checks and other instruments representing Interest Collections and Principal Collections and enforcing such Sale Portfolio. (b) Except as set forth in Sections 6.1 and 6.2 with respect to the repurchase or Substitution of certain Loan Assets, the Purchaser shall have no obligation to account for, replace, substitute or return any Sale Portfolio to the Seller. The Purchaser shall have no obligation to account for or to return Interest Collections or Principal Collections, or any interest or other finance charge collected pursuant thereto, to the Seller, irrespective of whether such Interest Collections and Principal Collections and charges are in excess of the Purchase Price for such Sale Portfolio. (c) The Purchaser shall have the right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Sale Portfolio and all of the Purchaser’s right, title and interest in, to and under this Agreement, pursuant to the Loan and Servicing Agreement. (d) The Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Sale Portfolio and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding.

Rights of the Purchaser. (a) After the occurrence or declaration of the Facility Maturity Date, the Seller hereby authorizes the Purchaser, the Servicer, the Collateral Agent and Agent, the Administrative Agent Agent, the Lender and/or their respective designees or assignees to take any and all steps in Seller’s name and on behalf of the Seller that the Purchaser, the Servicer, the Collateral Agent or Agent, the Administrative Agent Agent, the Lender and/or their respective designees or assignees determine are reasonably necessary or appropriate to collect all amounts due under any and all Sale Portfolio and to enforce or protect the Purchaser’s, the Collateral Agent’s, the Administrative Agent’s and the Administrative AgentLender’s rights under this Agreement, including endorsing the name of the Seller on checks and other instruments representing Interest Collections and Principal Collections and enforcing such Sale Portfolio. (b) Except as set forth in Sections 6.1 and 6.2 with respect to the repurchase or Substitution of certain Loan Assets, the Purchaser shall have no obligation to account for, replace, substitute or return any Sale Portfolio to the Seller. The Purchaser shall have no obligation to account for or to return Interest Collections or Principal Collections, or any interest or other finance charge collected pursuant thereto, to the Seller, irrespective of whether such Interest Collections and Principal Collections and charges are in excess of the Purchase Price for such Sale Portfolio. (c) The Purchaser shall have the right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Sale Portfolio and all of the Purchaser’s right, title and interest in, to and under this Agreement, pursuant to Agreement or the Loan and Servicing Agreement. (d) The Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Sale Portfolio and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding.

Rights of the Purchaser. (a) After the occurrence or declaration of the Facility Final Maturity Date, the Seller hereby authorizes the Purchaser, the Servicer, the Collateral Agent and the Administrative Agent and/or their respective designees or assignees to take any and all steps in Seller’s name and on behalf of the Seller that the Purchaser, the Servicer, the Collateral Agent or the Administrative Agent and/or their respective designees or assignees determine are necessary or appropriate to collect all amounts due under any and all Sale Portfolio and to enforce or protect the Purchaser’s, the Collateral Agent’s and the Administrative Agent’s rights under this Agreement, including endorsing the name of the Seller on checks and other instruments representing Interest Collections Proceeds and Principal Collections Proceeds and enforcing such Sale Portfolio. (b) Except as set forth in Sections 6.1 and 6.2 with respect to the repurchase or Substitution of certain Loan Assets, the Purchaser shall have no obligation to account for, replace, substitute or return any Sale Portfolio to the Seller. The Purchaser shall have no obligation to account for or to return Interest Collections Proceeds or Principal CollectionsProceeds, or any interest or other finance charge collected pursuant thereto, to the Seller, irrespective of whether such Interest Collections Proceeds and Principal Collections Proceeds and charges are in excess of the Purchase Price for such Sale Portfolio. (c) The Purchaser shall have the right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Sale Portfolio and all of the Purchaser’s right, title and interest in, to and under this Agreement, pursuant to the Loan and Servicing Credit Agreement. (d) The Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Sale Portfolio and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding.

Rights of the Purchaser. (a) After the occurrence or declaration and during the continuance of the Facility Maturity Datean Event of Default, the Seller hereby authorizes the Purchaser, the ServicerCollateral Manager, the Collateral Agent and Agent, the Administrative Agent Agent, and/or their respective designees or assignees to take any and all steps in Seller’s name and on behalf of the Seller that the Purchaser, the ServicerCollateral Manager, the Collateral Agent or Agent, the Administrative Agent and/or their respective designees or assignees determine are reasonably necessary or appropriate to collect all amounts due under any and all Sale Portfolio Transferred Assets and to enforce or protect the Purchaser’s, the Collateral Agent’s and ’s, the Administrative Agent’s and the Lenders’ rights under this Agreement, including endorsing the name of the Seller on checks and other instruments representing Interest Collections Proceeds and Principal Collections Proceeds and enforcing such Sale PortfolioTransferred Assets. (b) Except as set forth in Sections Section 6.1 and 6.2 with respect to the repurchase or Substitution substitution of certain Loan AssetsCollateral Loans, the Purchaser shall have no obligation to account for, replace, substitute or return any Sale Portfolio Transferred Assets to the Seller. The Purchaser shall have no obligation to account for or to return Interest Collections Proceeds or Principal CollectionsProceeds, or any interest or other finance charge collected pursuant thereto, to the Seller, irrespective of whether such Interest Collections Proceeds and Principal Collections Proceeds and charges are in excess of the Purchase Price for such Sale PortfolioTransferred Asset. (c) The Purchaser shall have the right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Sale Portfolio each Transferred Asset and all of the Purchaser’s right, title and interest in, to and under this Agreement, pursuant to this Agreement or the Loan and Servicing Credit Agreement. (d) The Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Sale Portfolio each Transferred Asset and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding.

Rights of the Purchaser. (a) After the occurrence or declaration of the Facility Maturity Date, the The Seller hereby authorizes the Purchaser, the Servicer, the Collateral Agent and the Administrative Agent and/or their respective designees or assignees to take any and all steps in Seller’s name and on behalf of the Seller that the Purchaser, the Servicer, the Collateral Agent or the Administrative Agent and/or their respective designees or assignees determine are necessary or appropriate to collect all amounts due under any and all Sale Portfolio and to enforce or protect the Purchaser’s, the Collateral Agent’s and the Administrative Agent’s rights under this Agreement, including endorsing the name of the Seller on checks and other instruments representing Interest Collections Proceeds and Principal Collections Proceeds and enforcing such Sale Portfolio. (b) Except as set forth in Sections 6.1 and 6.2 with respect to the repurchase or Substitution of certain Loan Assets, the The Purchaser shall have no obligation to account for, replace, substitute or return any Sale Portfolio to the Seller. The Purchaser shall have no obligation to account for or to return Interest Collections Proceeds or Principal CollectionsProceeds, or any interest or other finance charge collected pursuant thereto, to the Seller, irrespective of whether such Interest Collections Proceeds and Principal Collections Proceeds and charges are in excess of the Purchase Price for such Sale Portfolio. (c) The Purchaser shall have the right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the any Sale Portfolio and all of the Purchaser’s right, title and interest in, to and under this Agreement, pursuant to the Loan Revolving Credit and Servicing Security Agreement. (d) The Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Sale Portfolio and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding.

Rights of the Purchaser. (a) After the occurrence or declaration of the Facility Maturity Date, the Seller hereby authorizes the The Purchaser, or the Servicer, the Collateral Collection Agent and the Administrative Agent and/or their respective designees or assignees to take any and all steps in Seller’s name and on behalf of the Seller that the Purchaser, shall be entitled to: (i) receive all Collections on the ServicerSold Receivables; (ii) endorse all drafts, the Collateral Agent or the Administrative Agent and/or their respective designees or assignees determine are necessary or appropriate to collect all amounts due under any and all Sale Portfolio and to enforce or protect the Purchaser’s, the Collateral Agent’s and the Administrative Agent’s rights under this Agreement, including endorsing the name of the Seller on checks and other instruments representing Interest Collections forms of payment on account of the Sold Receivables and Principal Collections to settle, adjust and enforcing such Sale Portfolioforgive any amounts payable with respect to the Sold Receivables; and (iii) exercise all other rights and incidences of ownership of the Sold Receivables. (b) Except as set forth in Sections 6.1 and 6.2 with respect Each of the Sellers shall promptly deliver to the repurchase Purchaser or Substitution of certain Loan Assets, as the Purchaser shall have no obligation to account formay direct, replace, substitute or return any Sale Portfolio including to the Seller. The Collection Agent on behalf of the Purchaser shall have no obligation to account for or to return Interest Collections or Principal Collections, or any interest or other finance charge collected pursuant thereto, to the SellerRSA, irrespective of whether such Interest Collections and Principal Collections and charges are in excess evidence of the Purchase Price creation of its respective Sold Receivables, including invoices, charge slips, credit memoranda and notes evidencing such creation, necessary for the Purchaser to realize upon such Sale PortfolioSold Receivables. (c) The Purchaser shall have the right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Sale Portfolio and all Each of the Sellers agrees that from time to time, it will promptly execute and deliver at its own expense, all further reasonable instruments and documents, and take all further action that the Purchaser may reasonably request in writing in order to perfect, protect or more fully evidence the Purchaser’s right, title and 's ownership interest in, to and under this Agreement, pursuant in the Receivables sold to the Loan Purchaser by such Seller, and Servicing Agreementupon the Purchaser's request, each of the Sellers will execute such further financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate or as the Purchaser may reasonably request. (d) Anything herein to the contrary notwithstanding: (i) Each of the Sellers shall perform its obligations under the Contracts related to the Receivables sold to the Purchaser by such Seller to the same extent as if such Receivables had not been sold hereunder, and the exercise by the Purchaser of its rights hereunder shall not release any such Seller from any of its duties or obligations with respect to any Receivables sold to the Purchaser by such Seller or under the related Contracts; and (ii) The Purchaser shall not have any obligation or liability with respect to any related Contracts, nor shall the sole right Purchaser be obligated to retain perform any gains or profits created by buying, selling or holding of the Sale Portfolio and shall have obligations of the sole risk of and responsibility for losses or damages created by such buying, selling or holdingSellers thereunder.

Rights of the Purchaser. (a) After the occurrence or declaration of the Facility Final Maturity Date, the Seller hereby authorizes the Purchaser, the Servicer, the Collateral Agent and Agent, the Administrative Agent Agent, and/or their respective designees or assignees to take any and all steps in Seller’s name and on behalf of the Seller that the Purchaser, the Servicer, the Collateral Agent or Agent, the Administrative Agent and/or their respective designees or assignees determine are reasonably necessary or appropriate to collect all amounts due under any and all Sale Portfolio and to enforce or protect the Purchaser’s, the Collateral Agent’s and ’s, the Administrative Agent’s and the Lenders’ rights under this Agreement, including endorsing the name of the Seller on checks and other instruments representing Interest Collections Proceeds and Principal Collections Proceeds and enforcing such Sale Portfolio. (b) Except as set forth in Sections 6.1 and 6.2 with respect to the repurchase or Substitution of certain Loan AssetsCollateral Loans, the Purchaser shall have no obligation to account for, replace, substitute or return any Sale Portfolio to the Seller. The Purchaser shall have no obligation to account for or to return Interest Collections Proceeds or Principal CollectionsProceeds, or any interest or other finance charge collected pursuant thereto, to the Seller, irrespective of whether such Interest Collections Proceeds and Principal Collections Proceeds and charges are in excess of the Purchase Price for such Sale Portfolio. (c) The Purchaser shall have the right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Sale Portfolio and all of the Purchaser’s right, title and interest in, to and under this Agreement, pursuant to this Agreement or the Loan and Servicing Credit Agreement. (d) The Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Sale Portfolio and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding.

Rights of the Purchaser. (a) After the occurrence or declaration of the Facility Maturity Date, if the Collection Date has not yet occurred, the Seller hereby authorizes the Purchaser, the ServicerCollateral Manager, the Collateral Agent and the Administrative Agent and/or their respective designees or assignees to take any and all steps in Seller’s name and on behalf of the Seller that the Purchaser, the ServicerCollateral Manager, the Collateral Agent or the Administrative Agent and/or their respective designees or assignees determine are necessary or appropriate to collect all amounts due under any and all Sale Portfolio and to enforce or protect the Purchaser’s, the Collateral Agent’s and the Administrative Agent’s rights under this Agreement, including endorsing the name of the Seller on checks and other instruments representing Interest Collections and Principal Collections and enforcing such Sale Portfolio. (b) Except as set forth in Sections 6.1 and 6.2 with respect to the repurchase or Substitution of certain Loan AssetsLoans, the Purchaser shall have no obligation to account for, replace, substitute or return any Sale Portfolio to the Seller. The Purchaser shall have no obligation to account for or to return Interest Collections or Principal Collections, or any interest or other finance charge collected pursuant thereto, to the Seller, irrespective of whether such Interest Collections and Principal Collections and charges are in excess of the Purchase Price for such Sale Portfolio. (c) The Purchaser shall have the right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Sale Portfolio and all of the Purchaser’s right, title and interest in, to and under this Agreement, pursuant to the Loan and Servicing Security Agreement. (d) The Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Sale Portfolio and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding.

Rights of the Purchaser. (a) After the occurrence or declaration of the Facility Maturity Date, the Seller The Transferor hereby authorizes the Purchaser, the ServicerCollateral Agent, the Collateral Agent and Administrative Agent, the Administrative Agent Lender and/or their respective designees or assignees assignees, after the occurrence and during the continuation of a Transferor Termination Event, to take any and all steps in SellerTransferor’s name and on behalf of the Seller Transferor that the Purchaser, the ServicerCollateral Agent, the Collateral Agent or Administrative Agent, the Administrative Agent Lender and/or their respective designees or assignees determine are reasonably necessary or appropriate to collect all amounts due under any and all Sale Portfolio and to enforce or protect the Purchaser’s, the Collateral Agent’s, the Administrative Agent’s and the Administrative AgentLender’s rights under this Agreement, including endorsing the name of the Seller Transferor on checks and other instruments representing Interest Collections and Principal Collections and enforcing such Sale Portfolio. (b) Except as set forth in Sections Section 6.1 and Section 6.2 with respect to the repurchase or Substitution of certain Loan Assets, the Purchaser shall have no obligation to account for, replace, substitute or return any Sale Portfolio to the SellerTransferor. The Purchaser shall have no obligation to account for or to return Interest Collections or Principal Collections, or any interest or other finance charge collected pursuant thereto, to the SellerTransferor, irrespective of whether such Interest Collections and Principal Collections and charges are in excess of the Purchase Price for such Sale Portfolio. (c) The Purchaser shall have the right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Sale Portfolio and all of the Purchaser’s right, title and interest in, to and under this Agreement, pursuant to Agreement or the Loan and Servicing Agreement. (d) The Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Sale Portfolio and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding.

Rights of the Purchaser. With respect to the Acquired Assets, at any time: (a) After The Purchaser may notify the occurrence or declaration Obligors of the Facility Maturity DateAdvances, or any of them, of the Purchaser's ownership interest in Acquired Assets and direct such Obligors, or any of them, that payment of all amounts payable under any Advance be made directly to the Purchaser or its designee (including, without limitation, the Collateral Agent). (b) The Seller shall, at the Collateral Agent's or Purchaser's request and at the Seller's expense, from and after the Termination Date direct that payments be made directly to the Purchaser or its designee (including, without limitation, the Collateral Agent). (c) The Seller shall, at the Purchaser's request, assemble all Records which the Purchaser reasonably believes are necessary or appropriate for the administration and enforcement of the Acquired Assets, and shall promptly make the same available to the Purchaser at a place selected by the Purchaser or its designee. (d) The Seller hereby authorizes the Purchaser, the Servicer, Purchaser and the Collateral Agent and the Administrative Agent and/or their respective designees or assignees to take any and all steps in the Seller’s 's name and on behalf of the Seller that necessary or desirable, in the Purchaser, determination of the Servicer, Purchaser and/or the Collateral Agent or the Administrative Agent and/or their respective designees or assignees determine are necessary or appropriate Agent, to collect all amounts due under any and all Sale Portfolio and to enforce Acquired Assets or protect the Purchaser’srelated Advances, the Collateral Agent’s and the Administrative Agent’s rights under this Agreementincluding, including without limitation, endorsing the Seller's name of the Seller on checks and other instruments representing Interest Collections and Principal Collections and enforcing such Sale PortfolioAdvances and the related Loan Documents. (be) Except as set forth in Sections 6.1 and 6.2 with respect The Purchaser shall have no obligation to account for, to replace, to substitute or to return any Acquired Asset to the repurchase or Substitution Seller. Except for payments of certain Loan Assetsthe Purchase Price specifically provided for in this Agreement, the Purchaser shall have no obligation to account for, replace, substitute or return any Sale Portfolio to the Seller. The Purchaser shall have no obligation to account for or to return Interest Collections or Principal return, Collections, or any interest or other finance charge collected pursuant thereto, to the Seller, irrespective of whether such Interest Collections and Principal Collections and charges are in excess of the Purchase Price for such Sale Portfolio. (cf) The Purchaser shall have the unrestricted right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Sale Portfolio Acquired Assets, and all of the Purchaser’s 's right, title and interest in, to and under this Agreement, on whatever terms the Purchaser shall determine, whether pursuant to the Loan and Servicing AgreementCredit Agreement or otherwise. (dg) The As between the Seller and the Purchaser, the Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Sale Portfolio and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holdingAcquired Assets.

Rights of the Purchaser. (a) After the occurrence or declaration of the Facility Maturity Date, the The Seller hereby authorizes the Purchaser, the Servicer, the Collateral Agent Manager and the Administrative Agent and/or their respective designees or assignees to take any and all steps in Seller’s name and on behalf of the Seller that the Purchaser, the Servicer, the Collateral Agent Manager or the Administrative Agent and/or their respective designees or assignees determine are necessary or appropriate to collect all amounts due under any and all Sale Portfolio and to enforce or protect the Purchaser’s, the Collateral Agent’s and the Administrative Agent’s rights under this Agreement, including endorsing the name of the Seller on checks and other instruments representing Interest Collections Proceeds and Principal Collections Proceeds and enforcing such Sale Portfolio. (b) Except as set forth in Sections 6.1 and 6.2 with respect to the repurchase or Substitution of certain Warranty Loans and Loan Assets, the Purchaser shall have no obligation to account for, replace, substitute or return any Sale Portfolio to the Seller. The Purchaser shall have no obligation to account for or to return Interest Collections Proceeds or Principal CollectionsProceeds, or any interest or other finance charge collected pursuant thereto, to the Seller, irrespective of whether such Interest Collections Proceeds and Principal Collections Proceeds and charges are in excess of the Purchase Price for such Sale Portfolio. (c) The Purchaser shall have the right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the any Sale Portfolio and all of the Purchaser’s right, title and interest in, to and under this Agreement, pursuant to the Loan Revolving Credit and Servicing Security Agreement. (d) The Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Sale Portfolio and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding.

Rights of the Purchaser. (a) After the occurrence or declaration of the Facility Maturity Date, the The Seller hereby authorizes the Purchaser, the Servicer, the Collateral Agent and the Administrative Agent and/or their respective designees or assignees to take any and all steps in Seller’s name and on behalf of the Seller that the Purchaser, the Servicer, the Collateral Agent or the Administrative Agent and/or their respective designees or assignees determine are necessary or appropriate to collect all amounts due under any and all Sale Portfolio and to enforce or protect the Purchaser’s, the Collateral Agent’s and the Administrative Agent’s rights under this Agreement, including endorsing the name of the Seller on checks and other instruments representing Interest Collections Proceeds and Principal Collections Proceeds and enforcing such Sale Portfolio. (b) Except as set forth in Sections 6.1 and 6.2 with respect to the repurchase or Substitution of certain Loan Assets, the Purchaser shall have no obligation to account for, replace, substitute or return any Sale Portfolio to the Seller. The Purchaser shall have no obligation to account for or to return Interest Collections Proceeds or Principal CollectionsProceeds, or any interest or other finance charge collected pursuant thereto, to the Seller, irrespective of whether such Interest Collections Proceeds and Principal Collections Proceeds and charges are in excess of the Purchase Price for such Sale Portfolio. (c) The Purchaser shall have the right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the any Sale Portfolio and all of the Purchaser’s right, title and interest in, to and under this Agreement, pursuant to the Loan Revolving Credit and Servicing Security Agreement. (d) The Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Sale Portfolio and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding.

Rights of the Purchaser. (a) After the occurrence or declaration of the Facility Final Maturity Date, the Seller hereby authorizes the Purchaser, the Servicer, the Collateral Agent and Agent, the Administrative Agent Agent, and/or their respective designees or assignees to take any and all steps in Seller’s name and on behalf of the Seller that the Purchaser, the Servicer, the Collateral Agent or Agent, the Administrative Agent and/or their respective designees or assignees determine are reasonably necessary or appropriate to collect all amounts due under any and all Sale Portfolio and to enforce or protect the Purchaser’s, the Collateral Agent’s and ’s, the Administrative Agent’s and the Lenders’ rights under this Agreement, including endorsing the name of the Seller on checks and other instruments representing Interest Collections Proceeds and Principal Collections Proceeds and enforcing such Sale Portfolio. (b) Except as set forth in Sections 6.1 and 6.2 with respect to the repurchase or Substitution of certain Loan AssetsCollateral Loans, the Purchaser shall have no obligation to account for, replace, substitute or return any Sale Portfolio to the Seller. The Purchaser shall have no obligation to account for or to return Interest Collections Proceeds or Principal CollectionsProceeds, or any interest or other finance charge collected pursuant thereto, to the Seller, irrespective of whether such Interest Collections Proceeds and Principal Collections Proceeds and charges are in excess of the Purchase Price for such Sale Portfolio. (c) The Purchaser shall have the right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the any Sale Portfolio and all of the Purchaser’s right, title and interest in, to and under this Agreement, pursuant to this Agreement or the Loan and Servicing Credit Agreement. (d) The Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the any Sale Portfolio and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding.

Rights of the Purchaser. (a) After the occurrence or declaration of the Facility Maturity Date, the Seller The Transferor hereby authorizes the Purchaser, the ServicerCollateral Agent, the Collateral Agent and Administrative Agent, the Administrative Agent Lender and/or their respective designees or assignees assignees, after the occurrence and during the continuation of a Transferor Termination Event, to take any and all steps in SellerTransferor’s name and on behalf of the Seller Transferor that the Purchaser, the ServicerCollateral Agent, the Collateral Agent or Administrative Agent, the Administrative Agent Lenders and/or their respective designees or assignees determine are reasonably necessary or appropriate to collect all amounts due to the Purchaser under any and all Sale Portfolio and to enforce or protect the Purchaser’s, the Collateral Agent’s and ’s, the Administrative Agent’s and the Lenders’ rights under this Agreement, including endorsing the name of the Seller Transferor on checks and other instruments representing Interest Collections and Principal Collections and enforcing such Sale Portfolio. (b) Except as set forth in Sections Section 6.1 and Section 6.2 with respect to the repurchase or Substitution of certain Loan Assets, the Purchaser shall have no obligation to account for, replace, substitute or return any Sale Portfolio to the SellerTransferor. The Purchaser shall have no obligation to account for or to return Interest Collections or Principal Collections, or any interest or other finance charge collected pursuant thereto, to the SellerTransferor, irrespective of whether such Interest Collections and Principal Collections and charges are in excess of the Purchase Price for such Sale Portfolio. (c) The Purchaser shall have the right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Sale Portfolio and all of the Purchaser’s right, title and interest in, to and under this Agreement, pursuant to Agreement or the Loan and Servicing Agreement. (d) The Purchaser shall have the sole right to retain any gains or profits created by buying, selling or holding the Sale Portfolio and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding.