Common use of Collection of Receivables by the Collection Agent; Extensions and Amendments of Receivables Clause in Contracts

Collection of Receivables by the Collection Agent; Extensions and Amendments of Receivables. (a) The Collection Agent shall take or cause to be taken all such reasonable actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with Applicable Law, with reasonable care and diligence, and in accordance with the Credit and Collection Policy; provided, however, that, if a Servicer Termination Event shall have occurred and be continuing, (i) the Company shall have the right to direct the Collection Agent (whether the Collection Agent is the Transferor or an Affiliate thereof or otherwise) to commence or settle any legal action, to enforce collection of any Transferred Property or to foreclose upon or repossess any Related Security, and (ii) the Collection Agent shall not make the Company a party to any litigation without the express written consent of the Company, such consent not to be unreasonably withheld or delayed. If the Termination Date shall not have occurred, Professional Services, while such Person is the Collection Agent, may, with respect to the Receivables and, with respect to any Eligible Receivable, in accordance with the Credit and Collection Policy, (i) extend the maturity or adjust the Expected Net Value of any Defaulted Receivable as Professional Services may determine to be appropriate to maximize Collections thereof and (ii) adjust the Expected Net Value of any Receivable to reflect (x) any reduction or adjustment as a result of any defective, rejected, returned, repossessed or foreclosed merchandise, any defective or rejected services, any failure to provide services, any discount, rebate or any other adjustment made or performed by the Company or any other Person or (y) any reduction or cancelation as a result of a setoff in respect of any claim by the Obligor thereof against the Transferor or an Affiliate of the Transferor, in each such case (except with respect to Receivables which are not Eligible Receivables) (x) in accordance with the requirements of the Credit and Collection Policy and (y) provided that such extension or adjustment shall not alter the status of such Receivable as a Defaulted Receivable or limit the rights of the Company under this Agreement. Except as otherwise permitted pursuant to the immediately preceding sentence, neither the Collection Agent nor the Transferor will extend, amend, cancel or otherwise modify the terms of any Receivable without the prior written approval of the Company, or amend, modify, cancel or waive any term or condition of any Contract related to a Receivable, except to the extent consistent with the Credit and Collection Policy or otherwise with the prior written approval of the Company.

Collection of Receivables by the Collection Agent; Extensions and Amendments of Receivables. (a) The Collection Agent shall take or cause to be taken all such reasonable actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with Applicable Law, with reasonable care and diligence, and in accordance with the Credit and Collection Policy; provided, however, that, if a Servicer Termination Event shall have occurred and be continuing, (i) the Company Administrative Agent shall have the right to direct the Collection Agent (whether the Collection Agent is the Transferor Transferor, an Originator or an Affiliate thereof or otherwise) to commence or settle any legal action, to enforce collection of any Transferred Property Receivable or to foreclose upon or repossess any Related Security, Security and (ii) the Collection Agent shall not make the Company Administrative Agent, any Managing Agent or any Lender a party to any litigation without the express written consent of the CompanyAdministrative Agent, such Managing Agent or such Lender, as the case may be, such consent not to be unreasonably withheld or delayed. If the Termination Date shall not have occurred, Professional Services, while such Person is the Collection Agent, may, with respect to the Receivables and, with respect to any Eligible Receivable, in accordance with the Credit and Collection Policy, (i) extend the maturity or adjust the Expected Net Value of any Defaulted Receivable as Professional Services may determine to be appropriate to maximize Collections thereof and (ii) adjust the Expected Net Value of any Receivable to reflect (x) any reduction the reductions or adjustment as a result cancellations described in the first sentence of any defective, rejected, returned, repossessed or foreclosed merchandise, any defective or rejected services, any failure to provide services, any discount, rebate or any other adjustment made or performed by the Company or any other Person or (y) any reduction or cancelation as a result of a setoff in respect of any claim by the Obligor thereof against the Transferor or an Affiliate of the TransferorSection 2.09, in each such case (except with respect to Receivables which are not Eligible Receivables) (x) in accordance with the requirements of the Credit and Collection Policy and (y) provided that such extension or adjustment shall not alter the status of such Receivable as a Defaulted Receivable or limit the rights of the Company Administrative Agent, any Managing Agent or any Lender under this Agreement. Except as otherwise permitted pursuant to the immediately preceding sentence, neither the Collection Agent nor the Transferor Borrower will extend, amend, cancel or otherwise modify the terms of any Receivable without the prior written approval of the CompanyAdministrative Agent, or amend, modify, cancel or waive any term or condition of any Contract related to a Receivable, except to the extent consistent with the Credit and Collection Policy or otherwise with the prior written approval of the CompanyAdministrative Agent.

Collection of Receivables by the Collection Agent; Extensions and Amendments of Receivables. (a) The Collection Agent shall take or cause to be taken all such reasonable actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with Applicable Law, with reasonable care and diligence, and in accordance with the Credit and Collection Policy; provided, however, that, if a Servicer Termination Event shall have occurred and be continuing, (i) the Company Buyer shall have the right to direct the Collection Agent (whether the Collection Agent is the Transferor an Originator or an Affiliate thereof or otherwise) to commence or settle any legal action, to enforce collection of any Transferred Purchased Property or to foreclose upon or repossess any Related Security, and (ii) the Collection Agent shall not make the Company Buyer a party to any litigation without the express written consent of the CompanyBuyer, such consent not to be unreasonably withheld or delayed. If the Termination Date shall not have occurred, Professional Services, while such Person is the Collection Agent, may, with respect to the Receivables and, with respect to any Eligible Receivable, in accordance with the Credit and Collection Policy, (i) extend the maturity or adjust the Expected Net Value of any Defaulted Receivable as Professional Services may determine to be appropriate to maximize Collections thereof and (ii) adjust the Expected Net Value of any Receivable to reflect (x) any reduction or adjustment as a result of any defective, rejected, returned, repossessed or foreclosed merchandise, any defective or rejected services, any failure to provide services, any discount, rebate or any other adjustment made or performed by the Company or any other Person or (y) any reduction or cancelation as a result of a setoff in respect of any claim by the Obligor thereof against the Transferor an Originator or an Affiliate of the Transferoran Originator or an Affiliate of an Originator, in each such case (except with respect to Receivables which are not Eligible Receivables) (x) in accordance with the requirements of the Credit and Collection Policy and (y) provided that such extension or adjustment shall not alter the status of such Receivable as a Defaulted Receivable or limit the rights of the Company Buyer under this Agreement. Except as otherwise permitted pursuant to the immediately preceding sentence, neither the Collection Agent nor the Transferor any Originator will extend, amend, cancel or otherwise modify the terms of any Receivable without the prior written approval of the CompanyBuyer, or amend, modify, cancel or waive any term or condition of any Contract related to a Receivable, except to the extent consistent with the Credit and Collection Policy or otherwise with the prior written approval of the CompanyBuyer.

Collection of Receivables by the Collection Agent; Extensions and Amendments of Receivables. (a) The Collection Agent shall take or cause to be taken all such reasonable actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with Applicable Law, with reasonable care and diligence, and in accordance with the Credit and Collection Policy; provided, however, that, if a Servicer Termination Event shall have occurred and be continuing, (i) the Company Administrative Agent shall have the right to direct the Collection Agent (whether the Collection Agent is the Transferor Transferor, an Originator or an Affiliate thereof or otherwise) to commence or settle any legal action, to enforce collection of any Transferred Property Receivable or to foreclose upon or repossess any Related Security, Security and (ii) the Collection Agent shall not make the Company Administrative Agent, any Managing Agent or any Lender a party to any litigation without the express written consent of the CompanyAdministrative Agent, such Managing Agent or such Lender, as the case may be, such consent not to be unreasonably withheld or delayed. If the Termination Date applicable to all Lender Groups then party hereto shall not have occurred, Professional Services, while such Person is the Collection Agent, may, with respect to the Receivables and, with respect to any Eligible Receivable, in accordance with the Credit and Collection Policy, (i) extend the maturity or adjust the Expected Net Value of any Defaulted Receivable as Professional Services may determine to be appropriate to maximize Collections thereof and (ii) adjust the Expected Net Value of any Receivable to reflect (x) any reduction the reductions or adjustment as a result cancellations described in the first sentence of any defective, rejected, returned, repossessed or foreclosed merchandise, any defective or rejected services, any failure to provide services, any discount, rebate or any other adjustment made or performed by the Company or any other Person or (y) any reduction or cancelation as a result of a setoff in respect of any claim by the Obligor thereof against the Transferor or an Affiliate of the TransferorSection 2.09, in each such case (except with respect to Receivables which are not Eligible Receivables) (x) in accordance with the requirements of the Credit and Collection Policy and (y) provided that such extension or adjustment shall not alter the status of such Receivable as a Defaulted Receivable or limit the rights of the Company Administrative Agent, any Managing Agent or any Lender under this Agreement. Except as otherwise permitted pursuant to the immediately preceding sentence, neither the Collection Agent nor the Transferor Borrower will extend, amend, cancel or otherwise modify the terms of any Receivable without the prior written approval of the CompanyAdministrative Agent, or amend, modify, cancel or waive any term or condition of any Contract related to a Receivable, except to the extent consistent with the Credit and Collection Policy or otherwise with the prior written approval of the CompanyAdministrative Agent.

Collection of Receivables by the Collection Agent; Extensions and Amendments of Receivables. (a) The Collection Agent shall take or cause to be taken all such reasonable actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with Applicable Lawapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy; provided, however, that, if a Servicer Termination Event shall have occurred and be continuing, (ia) the Company Buyer shall have the right to direct the Collection Agent (whether the Collection Agent is the Transferor or an Affiliate thereof Synthetic or otherwise) to commence or settle any legal action, to enforce collection of any Transferred Property Asset or to foreclose upon or repossess any Related Security, and (iib) the Collection Agent shall not make the Company Buyer a party to any litigation without the express written consent of the Company, such consent not to be unreasonably withheld or delayedBuyer. If the Termination Date shall not have occurred, Professional ServicesSynthetic, while such Person it is the Collection Agent, may, with respect to the Receivables and, with respect to any Eligible Receivable, in accordance with the Credit and Collection Policy, (i1) extend the maturity or adjust the Expected Net Value Outstanding Balance of any Defaulted Receivable as Professional Services Synthetic may determine to be appropriate to maximize Collections thereof and (ii2) adjust the Expected Net Value Outstanding Balance of any Receivable to reflect (x) Actual Dilution and any reduction reductions or adjustment cancellations as a result of any defective, rejected, returned, repossessed or foreclosed merchandise, any defective or rejected services, any failure to provide services, any discount, rebate or any other adjustment made or performed by the Company or any other Person or (y) any reduction or cancelation as a result of a setoff in respect of any claim by the Obligor thereof against the Transferor or an Affiliate of the Transferorthereof, in each such case (except with respect to Receivables which are not Eligible Receivables) (x) in accordance with the requirements of the Credit and Collection Policy and (y) provided that such extension or adjustment shall not alter the status of such Receivable as a Defaulted Receivable or limit the rights of the Company Buyer under this Agreement. Except as otherwise permitted pursuant to the immediately next preceding sentence, neither the Collection Agent nor the Transferor Originator will extend, amend, cancel or otherwise modify the terms of any Receivable without the prior written approval of the CompanyTransferred Asset, or amend, modify, cancel or waive any term or condition of any Contract related to a Receivable, except to the extent consistent with the Credit and Collection Policy or otherwise with thereto without the prior written approval of the CompanyBuyer.

Collection of Receivables by the Collection Agent; Extensions and Amendments of Receivables. (a) The Collection Agent shall take or cause to be taken all such reasonable actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with Applicable Lawapplicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy; provided, however, that, if a Servicer Termination Event shall have occurred and be continuing, (ia) the Company Deal Agent shall have the right to direct the Collection Agent (whether the Collection Agent is the Transferor or an Affiliate thereof Seller, the Originator or otherwise) to commence or settle any legal action, to enforce collection of any Transferred Property Purchased Receivable or to foreclose upon or repossess any Related Security, and (iib) the Collection Agent shall not make the Company Deal Agent or the Purchaser a party to any litigation without the express written consent of the CompanyDeal Agent or the Purchaser, such consent not to be unreasonably withheld or delayedas the case may be. If the Termination Date shall not have occurred, Professional ServicesSynthetic, while such Person it is the Collection Agent, may, with respect to the Receivables and, with respect to any Eligible Receivable, in accordance with the Credit and Collection Policy, (ia) extend the maturity or adjust the Expected Net Value Outstanding Balance of any Defaulted Receivable as Professional Services Synthetic may determine to be appropriate to maximize Collections thereof and (iib) adjust the Expected Net Value Outstanding Balance of any Receivable to reflect (x) any reduction the reductions or adjustment as a result cancellations described in the first sentence of any defective, rejected, returned, repossessed or foreclosed merchandise, any defective or rejected services, any failure to provide services, any discount, rebate or any other adjustment made or performed by the Company or any other Person or (y) any reduction or cancelation as a result of a setoff in respect of any claim by the Obligor thereof against the Transferor or an Affiliate of the TransferorSection 2.07, in each such case (except with respect to Receivables which are not Eligible Receivables) (x) in accordance with the requirements of the Credit and Collection Policy and (y) provided that such extension or adjustment shall not alter the status of such Receivable as a Defaulted Receivable or limit the rights of the Company Purchaser or Deal Agent under this Agreement. Except as otherwise permitted pursuant to the immediately next preceding sentence, neither the Collection Agent nor the Transferor Seller will extend, amend, cancel or otherwise modify the terms of any Receivable without the prior written approval of the CompanyPurchased Receivable, or amend, modify, cancel or waive any term or condition of any Contract related to a Receivable, except to the extent consistent with the Credit and Collection Policy or otherwise with thereto without the prior written approval of the CompanyDeal Agent.