Common use of TERMINATION OF APPOINTMENT Clause in Contracts

TERMINATION OF APPOINTMENT. The Administrative Agent may, and at the request of the Required Banks, shall, at any time following the occurrence of a Termination Event, or, immediately if upon the bankruptcy or insolvency of the Company or the Parent (however evidenced), (i) at its discretion give notice to each Debtor and take any lawful action to collect any Purchased Receivable sold from the Company directly from the respective Debtor and (ii) by notice in writing terminate the appointment of the Company as the Banks’ servicer and agent for the servicing of Purchased Receivables, in which case the Company undertakes to the Administrative Agent and the Banks not to interfere with such servicing or collection of any Purchased Receivable nor attempt to receive, nor itself make collection from the Debtor in respect of such Purchased Receivables. The Company shall have the option to repurchase all, or any portion of, Purchased Receivables sold by it upon any termination of the Company as servicer at the Repurchase Price as set forth in Section 21.1, provided no bankruptcy or insolvency (however evidenced) has occurred with respect to the Company or the Parent. The Company hereby grants and conveys to the Administrative Agent on behalf of the Banks an irrevocable power of attorney (coupled with an interest) authorizing and permitting the Administrative Agent, at its option, with or without notice to the Company, to do any one of the following: (a) endorsing the name of the Company upon any checks or other Receivables, (b) endorsing the name of the Company on any freight or express xxxx or xxxx of lading relating to any Purchased Receivables; (c) taking all action as the Administrative Agent deems appropriate, including, without limitation, the execution and filing of financing statements in the name of and on behalf of the Company to perfect any of the security interests granted to the Administrative Agent, for the benefit of the Banks, herein; provided, unless and until a Termination Event shall have occurred, the Administrative Agent shall not exercise such power of attorney. The Company agrees that neither the Administrative Agent, any Bank nor the attorney-in-fact will be liable for any acts of commission or omission nor for any error of judgment or mistake of fact or law except to the extent the same constitutes gross negligence or willful misconduct. Without limiting the foregoing, in the event that a Debtor Default Event shall occur with respect to any Approved Debtor, the Administrative Agent and the Banks shall have the rights and remedies as set forth in this Section 6.3 with respect to the Purchased Receivables of such Approved Debtor, and (i) references in this Section 6.3 to “Purchased Receivables” shall be deemed to be to the Purchased Receivables of such Approved Debtor, and (ii) references in this Section 6.3 to the “Termination Date” shall be deemed to be to the determination date of the occurrence of such Debtor Default Event.

TERMINATION OF APPOINTMENT. The Upon the occurrence of any Servicer Replacement Event, the Administrative Agent may, and in its discretion, or shall at the request election of the Required Banks, shall, at any time following the occurrence of a Termination Event, or, immediately if upon the bankruptcy or insolvency of the Company or the Parent (however evidenced), Purchasers (i) at its discretion give notice to each Debtor and take any lawful action to collect any Purchased Receivable sold purchased from the Company such Seller directly from the respective Debtor and Approved Obligors, and/or (ii) by notice in writing terminate the appointment of the Company such Seller as the Banks’ its servicer and agent for the servicing of the Purchased Receivables, and/or (iii) take any steps required to obtain or exercise exclusive control over any Seller Account related to such Seller (including the delivery of a “notice of exclusive control” (howsoever defined) to the relevant depository bank). In addition, (1) if any Approved Obligor becomes insolvent or is unable to pay its debts or fails or admits in which case the Company undertakes writing its inability generally to pay its debts as they become due, the Administrative Agent may, in its discretion, or shall at the election of the Required Purchasers (i) take any lawful action to collect any Purchased Receivable directly from such Approved Obligor, and/or (ii) terminate the applicable Seller as its servicer and agent solely for the Banks purpose of servicing of the Purchased Receivables of such Approved Obligor and (2) upon the occurrence of a Non-Payment Event, the Administrative Agent may, in its discretion, or shall at the election of the Required Purchasers (i) take any lawful action to collect the relevant Purchased Receivables subject to such Non-Payment Event directly from such Approved Obligor, and/or (ii) terminate the applicable Seller as its servicer and agent solely for the purpose of servicing of the Purchased Receivables subject to such Non-Payment Event. In the event of any termination of any Seller as servicer with respect to any Purchased Receivable, (A) each Seller agrees to take action reasonably requested by the Administrative Agent in order to make the sale, assignment and transfer of the applicable Purchased Receivables compliant with FACA and to provide the Administrative Agent with all underlying documentation that the Administrative Agent may reasonably require in order to enable the Administrative Agent to enforce the payment obligation of any Approved Obligor with respect to a Purchased Receivable, (B) the Administrative Agent may, but shall not be obligated to, notify each applicable Approved Obligor of the transfers hereunder and direct each applicable Approved Obligor to make payments as the Administrative Agent may elect or desire, and (C) no Seller shall interfere with such servicing or collection of any such Purchased Receivable nor or attempt to receive, nor itself receive or make collection from the Debtor any Approved Obligor in respect of such Purchased ReceivablesReceivable. The Company shall have the option to repurchase allIn addition, or any portion of, Purchased Receivables sold by it upon any termination of the Company as servicer at the Repurchase Price as set forth in Section 21.1, provided no bankruptcy or insolvency (however evidenced) has occurred with respect to the Company or the Parent. The Company each Seller hereby grants and conveys to the Administrative Agent on behalf of the Banks an irrevocable power of attorney (coupled with an interest) authorizing and permitting the Administrative Agent, at its option, with or without notice to the Companyany Seller, to do any one of the followingfollowing that are necessary, in the determination of the Administrative Agent, to collect amounts due with respect to any Purchased Receivable and to otherwise direct any one or more Approved Obligors to make payment directly to an account of the Administrative Agent at any time following a Non-Payment Event or a Servicer Replacement Event: (aI) endorsing the name of the Company such Seller upon any checks check or other Receivablesinstrument, document or agreement with respect to any Purchased Receivable; (bII) endorsing the name of the Company such Seller on any freight or express xxxx or xxxx of lading relating to any Purchased ReceivablesReceivable; (cIII) deliver and execute any documents and provide any information, in each case, as may be required in order to make the sale, assignment and transfer of any Purchased Receivables compliant with FACA; (IV) take any lawful action to enforce and otherwise collect any Purchased Receivable directly from such Approved Obligor; and (V) taking all action as the Administrative Agent deems appropriate, including, without limitation, appropriate in connection with the execution and filing of financing statements in the name of and on behalf of the Company to perfect any of the security interests granted to the Administrative Agent, for the benefit of the Banks, herein; provided, unless and until a Termination Event shall have occurred, foregoing. Each Seller agrees that the Administrative Agent shall will not exercise such power of attorney. The Company agrees that neither the Administrative Agent, any Bank nor the attorney-in-fact will be liable for any acts of commission or omission nor or for any error of judgment or mistake of fact or law Law in connection with the exercise of such power of attorney except to the extent the same constitutes gross negligence or willful misconduct. Without limiting the foregoing, in the event that a Debtor Default Event shall occur with respect to any Approved Debtor, the Administrative Agent and the Banks shall have the rights and remedies as set forth in this Section 6.3 with respect to the Purchased Receivables of such Approved Debtor, and (i) references in this Section 6.3 to “Purchased Receivables” shall be deemed to be to the Purchased Receivables of such Approved Debtor, and (ii) references in this Section 6.3 to the “Termination Date” shall be deemed to be to the determination date of the occurrence of such Debtor Default Event.

TERMINATION OF APPOINTMENT. The Administrative Agent may, and at the request of the Required Banks, shall, at any time following Upon the occurrence of the earliest to occur of (a) any event, condition, change or effect that has a Termination Eventmaterial adverse effect on (w) the Purchased Receivables, or(x) the business, immediately if upon assets, property, operations or financial condition of a Seller, (y) the bankruptcy validity or insolvency enforceability of this Agreement or any other Purchase Document as against a Seller or the Seller Representative or the rights and remedies of the Company Purchaser hereunder or thereunder as against a Seller, or (z) the ability of any Seller to perform its obligations hereunder, (b) an Insolvency Event with respect to any Seller, or (c) breach by a Seller or the Parent Seller Representative of its obligations hereunder (however evidencedincluding any representation or warranty made by any Seller or the Seller Representative being inaccurate, incorrect or untrue on any date as of which it is made or deemed to be made), the Purchaser may, in its discretion, (i) at its discretion give notice to each Debtor and take any lawful action to collect any Purchased Receivable sold from the Company directly from the respective Debtor and Approved Obligors, and/or (ii) by notice in writing terminate the appointment of the Company each Seller as the Banks’ its servicer and agent for the servicing of the Purchased Receivables, and/or (iii) take any steps required to obtain or exercise exclusive control over any Seller Account. In addition, if an Insolvency Event or Non-Payment Event occurs with respect to any Approved Obligor, the Purchaser may, in which case its discretion, (i) take any lawful action to collect any Purchased Receivable directly from such Approved Obligor, and/or (ii) terminate the Company undertakes applicable Seller as its servicer and agent for the servicing of the Purchased Receivables of such Approved Obligor. In the event of any termination of any Seller as servicer with respect to any Purchased Receivable, (A) the Administrative Agent Purchaser may, but shall not be obligated to, notify each Approved Obligor of the transfers hereunder and direct each Approved Obligor to make payments as the Banks not to Purchaser may elect or desire, and (B) no Seller shall interfere with such servicing or collection of any such Purchased Receivable nor or attempt to receive, nor itself receive or make collection from the Debtor any Approved Obligor in respect of such Purchased ReceivablesReceivable. The Company shall have the option to repurchase allIn addition, or any portion of, Purchased Receivables sold by it upon any termination of the Company as servicer at the Repurchase Price as set forth in Section 21.1, provided no bankruptcy or insolvency (however evidenced) has occurred with respect each Seller hereby grants to the Company or the Parent. The Company hereby grants and conveys to the Administrative Agent on behalf of the Banks Purchaser an irrevocable power of attorney (coupled with an interest) authorizing and permitting the Administrative AgentPurchaser, at its option, with or without notice to the Companyany Seller, to do any one of the followingfollowing that are necessary, in the determination of the Purchaser, to collect amounts due with respect to any Purchased Receivable: (aI) endorsing the name of the Company such Seller upon any checks check or other Receivablesinstrument, document or agreement with respect to any Purchased Receivable, (bII) endorsing the name of the Company such Seller on any freight or express xxxx or xxxx of lading relating to any Purchased ReceivablesReceivable; and (cIII) taking all action as the Administrative Agent Purchaser deems appropriate, including, without limitation, reasonably appropriate in connection with the execution and filing of financing statements in the name of and on behalf of the Company to perfect any of the security interests granted to the Administrative Agent, for the benefit of the Banks, herein; provided, unless and until a Termination Event shall have occurred, the Administrative Agent shall not exercise such power of attorneyforegoing. The Company Each Seller agrees that neither the Administrative Agent, any Bank nor the attorney-in-fact Purchaser will not be liable for any acts of commission or omission nor or for any error of judgment or mistake of fact or law Law in connection with the exercise of such power of attorney except to the extent the same constitutes gross negligence or willful misconduct. Without limiting the foregoing, in the event that a Debtor Default Event shall occur with respect to any Approved Debtor, the Administrative Agent and the Banks shall have the rights and remedies as set forth in this Section 6.3 with respect to the Purchased Receivables of such Approved Debtor, and (i) references in this Section 6.3 to “Purchased Receivables” shall be deemed to be to the Purchased Receivables of such Approved Debtor, and (ii) references in this Section 6.3 to the “Termination Date” shall be deemed to be to the determination date of the occurrence of such Debtor Default Event.

TERMINATION OF APPOINTMENT. The Administrative Agent may, and at the request of the Required Banks, shall, Bank may at any time following the occurrence of a Termination Event, or, immediately if upon the bankruptcy or insolvency of the Company or the Parent (however evidenced), (i) at its discretion give notice to each Debtor and take any lawful action to collect any Purchased Receivable sold from the Company directly from the respective Debtor and (ii) by notice in writing terminate the appointment of the Company as the Banks’ its servicer and agent for the servicing of Purchased Receivables, in which case the Company undertakes to the Administrative Agent and the Banks Bank not to interfere with such servicing or collection of any Purchased Receivable nor attempt to receive, nor itself make collection from the Debtor in respect of such Purchased Receivables. The Company shall have the option to repurchase all, or any portion of, Purchased Receivables sold by it upon any termination of the Company as servicer at the Repurchase Price as set forth in Section 21.1, provided no bankruptcy or insolvency (however evidenced) has occurred with respect to the Company or the Parent. The Company hereby grants and conveys to the Administrative Agent on behalf of the Banks Bank an irrevocable power of attorney (coupled with an interest) authorizing and permitting the Administrative AgentBank, at its option, with or without notice to the Company, to do any one of the following: (a) endorsing the name of the Company upon any checks or other Receivables, (b) endorsing the name of the Company on any freight or express xxxx bxxx or xxxx bxxx of lading relating to any Purchased Receivables; (c) taking all action as the Administrative Agent Bank deems appropriate, including, without limitation, the execution and filing of financing statements in the name of and on behalf of the Company to perfect any of the security interests granted to the Administrative Agent, for the benefit of the Banks, Bank herein; provided, unless and until a Termination Event shall have occurred, the Administrative Agent shall not exercise such power of attorney. The Company agrees that neither the Administrative Agent, any Bank nor the attorney-in-fact will be liable for any acts of commission or omission nor for any error of judgment or mistake of fact or law except to the extent the same constitutes gross negligence or willful misconduct. Without limiting the foregoing, in the event that a Debtor Default Event shall occur with respect to any Approved Debtor, the Administrative Agent and the Banks shall have the rights and remedies as set forth in this Section 6.3 with respect to the Purchased Receivables of such Approved Debtor, and (i) references in this Section 6.3 to “Purchased Receivables” shall be deemed to be to the Purchased Receivables of such Approved Debtor, and (ii) references in this Section 6.3 to the “Termination Date” shall be deemed to be to the determination date of the occurrence of such Debtor Default Event.

TERMINATION OF APPOINTMENT. The Upon the occurrence of any Servicer Replacement Event, the Administrative Agent may, and in its discretion, or shall at the request election of the Required Banks, shall, at any time following the occurrence of a Termination Event, or, immediately if upon the bankruptcy or insolvency of the Company or the Parent (however evidenced), Purchasers (i) at its discretion give notice to each Debtor and take any lawful action to collect any Purchased Receivable sold purchased from the Company such Seller directly from the respective Debtor and Approved Obligors, and/or (ii) by notice in writing terminate the appointment of the Company such Seller as the Banks’ its servicer and agent for the servicing of the Purchased Receivables, in which case and/or (iii) take any steps required to obtain or exercise exclusive control over any Seller Account related to such Seller (including the Company undertakes delivery of a “notice of exclusive control” (howsoever defined) to the relevant depository bank) and/or (iv) instruct the Revolver Agent to take any steps required to obtain or exercise exclusive control over any Seller Account related to such Seller (including the delivery of a “notice of exclusive control” (howsoever defined) to the relevant depository bank) and transfer Collections on Purchased Receivables to the Administrative Agent. In addition, (1) if any Approved Obligor becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due, the Administrative Agent may, in its discretion, or shall at the election of the Required Purchasers (i) take any lawful action to collect any Purchased Receivable directly from such Approved Obligor, and/or (ii) terminate the applicable Seller as its servicer and agent solely for the Banks purpose of servicing of the Purchased Receivables of such Approved Obligor and (2) upon the occurrence of a Non-Payment Event, the Administrative Agent may, in its discretion, or shall at the election of the Required Purchasers (i) take any lawful action to collect the relevant Purchased Receivables subject to such Non-Payment Event directly from such Approved Obligor, and/or (ii) terminate the applicable Seller as its servicer and agent solely for the purpose of servicing of the Purchased Receivables subject to such Non-Payment Event. In the event of any termination of any Seller as servicer with respect to any Purchased Receivable, (A) each Seller agrees to take action reasonably requested by the Administrative Agent in order to make the sale, assignment and transfer of the applicable Purchased Receivables compliant with FACA and to provide the Administrative Agent with all underlying documentation that the Administrative Agent may reasonably require in order to enable the Administrative Agent to enforce the payment obligation of any Approved Obligor with respect to a Purchased Receivable, (B) the Administrative Agent may, but shall not be obligated to, notify each applicable Approved Obligor of the transfers hereunder and direct each applicable Approved Obligor to make payments as the Administrative Agent may elect or desire, and (C) no Seller shall interfere with such servicing or collection of any such Purchased Receivable nor or attempt to receive, nor itself receive or make collection from the Debtor any Approved Obligor in respect of such Purchased ReceivablesReceivable. The Company shall have the option to repurchase allIn addition, or any portion of, Purchased Receivables sold by it upon any termination of the Company as servicer at the Repurchase Price as set forth in Section 21.1, provided no bankruptcy or insolvency (however evidenced) has occurred with respect to the Company or the Parent. The Company each Seller hereby grants and conveys to the Administrative Agent on behalf of the Banks an irrevocable power of attorney (coupled with an interest) authorizing and permitting the Administrative Agent, at its option, with or without notice to the Companyany Seller, to do any one of the followingfollowing that are necessary, in the determination of the Administrative Agent, to collect amounts due with respect to any Purchased Receivable and to otherwise direct any one or more Approved Obligors to make payment directly to an account of the Administrative Agent at any time following a Non-Payment Event or a Servicer Replacement Event: (aI) endorsing the name of the Company such Seller upon any checks check or other Receivablesinstrument, document or agreement with respect to any Purchased Receivable; (bII) endorsing the name of the Company such Seller on any freight or express xxxx bxxx or xxxx bxxx of lading relating to any Purchased ReceivablesReceivable; (cIII) deliver and execute any documents and provide any information, in each case, as may be required in order to make the sale, assignment and transfer of any Purchased Receivables compliant with FACA; (IV) take any lawful action to enforce and otherwise collect any Purchased Receivable directly from such Approved Obligor; and (V) taking all action as the Administrative Agent deems appropriate, including, without limitation, appropriate in connection with the execution and filing of financing statements in the name of and on behalf of the Company to perfect any of the security interests granted to the Administrative Agent, for the benefit of the Banks, herein; provided, unless and until a Termination Event shall have occurred, foregoing. Each Seller agrees that the Administrative Agent shall will not exercise such power of attorney. The Company agrees that neither the Administrative Agent, any Bank nor the attorney-in-fact will be liable for any acts of commission or omission nor or for any error of judgment or mistake of fact or law Law in connection with the exercise of such power of attorney except to the extent the same constitutes gross negligence or willful misconduct. Without limiting the foregoing, in the event that a Debtor Default Event shall occur with respect to any Approved Debtor, the Administrative Agent and the Banks shall have the rights and remedies as set forth in this Section 6.3 with respect to the Purchased Receivables of such Approved Debtor, and (i) references in this Section 6.3 to “Purchased Receivables” shall be deemed to be to the Purchased Receivables of such Approved Debtor, and (ii) references in this Section 6.3 to the “Termination Date” shall be deemed to be to the determination date of the occurrence of such Debtor Default Event.

TERMINATION OF APPOINTMENT. The Upon the occurrence of any Servicer Replacement Event, the Administrative Agent may, and in its discretion, or shall at the request election of the Required Banks, shall, at any time following the occurrence of a Termination Event, or, immediately if upon the bankruptcy or insolvency of the Company or the Parent (however evidenced), Purchasers (i) at its discretion give notice to each Debtor and take any lawful action to collect any Purchased Receivable sold purchased from the Company such Seller directly from the respective Debtor and Approved Obligors, and/or (ii) by notice in writing terminate the appointment of the Company such Seller as the Banks’ its servicer and agent for the servicing of the Purchased Receivables, in which case and/or (iii) take any steps required to obtain or exercise exclusive control over any Seller Account related to such Seller (including the Company undertakes delivery of a “notice of exclusive control” (howsoever defined) to the relevant depository bank) and/or (iv) instruct the Revolver Agent to take any steps required to obtain or exercise exclusive control over any Seller Account related to such Seller (including the delivery of a “notice of exclusive control” (howsoever defined) to the relevant depository bank) and transfer Collections on Purchased Receivables to the Administrative Agent. In addition, (1) if any Approved Obligor becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due, the Administrative Agent may, in its discretion, or shall at the election of the Required Purchasers (i) take any lawful action to collect any Purchased Receivable directly from such Approved Obligor, and/or (ii) terminate the applicable Seller as its servicer and agent solely for the Banks purpose of servicing of the Purchased Receivables of such Approved Obligor and (2) upon the occurrence of a Non-Payment Event, the Administrative Agent may, in its discretion, or shall at the election of the Required Purchasers (i) take any lawful action to collect the relevant Purchased Receivables subject to such Non-Payment Event directly from such Approved Obligor, and/or (ii) terminate the applicable Seller as its servicer and agent solely for the purpose of servicing of the Purchased Receivables subject to such Non-Payment Event. In the event of any termination of any Seller as servicer with respect to any Purchased Receivable, (A) each Seller agrees to take action reasonably requested by the Administrative Agent in order to make the sale, assignment and transfer of the applicable Purchased Receivables compliant with FACA and to provide the Administrative Agent with all underlying documentation that the Administrative Agent may reasonably require in order to enable the Administrative Agent to enforce the payment obligation of any Approved Obligor with respect to a Purchased Receivable, (B) the Administrative Agent may, but shall not be obligated to, notify each applicable Approved Obligor of the transfers hereunder and direct each applicable Approved Obligor to make payments as the Administrative Agent may elect or desire, and (C) no Seller shall interfere with such servicing or collection of any such Purchased Receivable nor or attempt to receive, nor itself receive or make collection from the Debtor any Approved Obligor in respect of such Purchased ReceivablesReceivable. The Company shall have the option to repurchase allIn addition, or any portion of, Purchased Receivables sold by it upon any termination of the Company as servicer at the Repurchase Price as set forth in Section 21.1, provided no bankruptcy or insolvency (however evidenced) has occurred with respect to the Company or the Parent. The Company each Seller hereby grants and conveys to the Administrative Agent on behalf of the Banks an irrevocable power of attorney (coupled with an interest) authorizing and permitting the Administrative Agent, at its option, with or without notice to the Companyany Seller, to do any one of the followingfollowing that are necessary, in the determination of the Administrative Agent, to collect amounts due with respect to any Purchased Receivable and to otherwise direct any one or more Approved Obligors to make payment directly to an account of the Administrative Agent at any time following a Non-Payment Event or a Servicer Replacement Event: (aI) endorsing the name of the Company such Seller upon any checks check or other Receivablesinstrument, document or agreement with respect to any Purchased Receivable; (bII) endorsing the name of the Company such Seller on any freight or express xxxx bill or xxxx bill of lading relating to any Purchased ReceivablesReceivable; (cIII) deliver and execute any documents and provide any information, in each case, as may be required in order to make the sale, assignment and transfer of any Purchased Receivables compliant with FACA; (IV) take any lawful action to enforce and otherwise collect any Purchased Receivable directly from such Approved Obligor; and (V) taking all action as the Administrative Agent deems appropriate, including, without limitation, appropriate in connection with the execution and filing of financing statements in the name of and on behalf of the Company to perfect any of the security interests granted to the Administrative Agent, for the benefit of the Banks, herein; provided, unless and until a Termination Event shall have occurred, foregoing. Each Seller agrees that the Administrative Agent shall will not exercise such power of attorney. The Company agrees that neither the Administrative Agent, any Bank nor the attorney-in-fact will be liable for any acts of commission or omission nor or for any error of judgment or mistake of fact or law Law in connection with the exercise of such power of attorney except to the extent the same constitutes gross negligence or willful misconduct. Without limiting the foregoing, in the event that a Debtor Default Event shall occur with respect to any Approved Debtor, the Administrative Agent and the Banks shall have the rights and remedies as set forth in this Section 6.3 with respect to the Purchased Receivables of such Approved Debtor, and (i) references in this Section 6.3 to “Purchased Receivables” shall be deemed to be to the Purchased Receivables of such Approved Debtor, and (ii) references in this Section 6.3 to the “Termination Date” shall be deemed to be to the determination date of the occurrence of such Debtor Default Event.

TERMINATION OF APPOINTMENT. The Upon the occurrence of any Servicer Replacement Event, the Administrative Agent may, and in its discretion, or shall at the request election of the Required Banks, shall, at any time following the occurrence of a Termination Event, or, immediately if upon the bankruptcy or insolvency of the Company or the Parent (however evidenced), Purchasers (i) at its discretion give notice to each Debtor and take any lawful action to collect any Purchased Receivable sold purchased from the Company such Seller directly from the respective Debtor and Approved Obligors, and/or (ii) by notice in writing terminate the appointment of the Company such Seller as the Banks’ its servicer and agent for the servicing of the Purchased Receivables, and/or (iii) take any steps required to obtain or exercise exclusive control over any Seller Account related to such Seller (including the delivery of a “notice of exclusive control” (howsoever defined) to the relevant depository bank). In addition, (1) if any Approved Obligor becomes insolvent or is unable to pay its debts or fails or admits in which case the Company undertakes writing its inability generally to pay its debts as they become due, the Administrative Agent may, in its discretion, or shall at the election of the Required Purchasers (i) take any lawful action to collect any Purchased Receivable directly from such Approved Obligor, and/or (ii) terminate the applicable Seller as its servicer and agent solely for the Banks purpose of servicing of the Purchased Receivables of such Approved Obligor and (2) upon the occurrence of a Non-Payment Event, the Administrative Agent may, in its discretion, or shall at the election of the Required Purchasers (i) take any lawful action to collect the relevant Purchased Receivables subject to such Non-Payment Event directly from such Approved Obligor, and/or (ii) terminate the applicable Seller as its servicer and agent solely for the purpose of servicing of the Purchased Receivables subject to such Non-Payment Event. In the event of any termination of any Seller as servicer with respect to any Purchased Receivable, (A) each Seller agrees to take action reasonably requested by the Administrative Agent in order to make the sale, assignment and transfer of the applicable Purchased Receivables compliant with FACA and to provide the Administrative Agent with all underlying documentation that the Administrative Agent may reasonably require in order to enable the Administrative Agent to enforce the payment obligation of any Approved Obligor with respect to a Purchased Receivable, (B) the Administrative Agent may, but shall not be obligated to, notify each applicable Approved Obligor of the transfers hereunder and direct each applicable Approved Obligor to make payments as the Administrative Agent may elect or desire, and (C) no Seller shall interfere with such servicing or collection of any such Purchased Receivable nor or attempt to receive, nor itself receive or make collection from the Debtor any Approved Obligor in respect of such Purchased ReceivablesReceivable. The Company shall have the option to repurchase allIn addition, or any portion of, Purchased Receivables sold by it upon any termination of the Company as servicer at the Repurchase Price as set forth in Section 21.1, provided no bankruptcy or insolvency (however evidenced) has occurred with respect to the Company or the Parent. The Company each Seller hereby grants and conveys to the Administrative Agent on behalf of the Banks an irrevocable power of attorney (coupled with an interest) authorizing and permitting the Administrative Agent, at its option, with or without notice to the Companyany Seller, to do any one of the followingfollowing that are necessary, in the determination of the Administrative Agent, to collect amounts due with respect to any Purchased Receivable and to otherwise direct any one or more Approved Obligors to make payment directly to an account of the Administrative Agent at any time following a Non-Payment Event or a Servicer Replacement Event: (aI) endorsing the name of the Company such Seller upon any checks check or other Receivablesinstrument, document or agreement with respect to any Purchased Receivable; (bII) endorsing the name of the Company such Seller on any freight or express xxxx or xxxx of lading relating to any Purchased ReceivablesReceivable; (cIII) deliver and execute any documents and provide any information, in each case, as may be required in order to make the sale, assignment and transfer of any Purchased Receivables compliant with FACA; (IV) take any lawful action \ to enforce and otherwise collect any Purchased Receivable directly from such Approved Obligor; and (V) taking all action as the Administrative Agent deems appropriate, including, without limitation, appropriate in connection with the execution and filing of financing statements in the name of and on behalf of the Company to perfect any of the security interests granted to the Administrative Agent, for the benefit of the Banks, herein; provided, unless and until a Termination Event shall have occurred, foregoing. Each Seller agrees that the Administrative Agent shall will not exercise such power of attorney. The Company agrees that neither the Administrative Agent, any Bank nor the attorney-in-fact will be liable for any acts of commission or omission nor or for any error of judgment or mistake of fact or law Law in connection with the exercise of such power of attorney except to the extent the same constitutes gross negligence or willful misconduct. Without limiting the foregoing, in the event that a Debtor Default Event shall occur with respect to any Approved Debtor, the Administrative Agent and the Banks shall have the rights and remedies as set forth in this Section 6.3 with respect to the Purchased Receivables of such Approved Debtor, and (i) references in this Section 6.3 to “Purchased Receivables” shall be deemed to be to the Purchased Receivables of such Approved Debtor, and (ii) references in this Section 6.3 to the “Termination Date” shall be deemed to be to the determination date of the occurrence of such Debtor Default Event.

TERMINATION OF APPOINTMENT. The Administrative Agent may, and at the request of the Required Banks, shall, at any time following Upon the occurrence of a Termination any Servicer Replacement Event, orthe Purchaser may, immediately if upon the bankruptcy or insolvency of the Company or the Parent (however evidenced)in its discretion, (i) at its discretion give notice to each Debtor and take any lawful action to collect any Purchased Receivable sold purchased from the Company such Seller directly from the respective Debtor and Approved Obligors, and/or (ii) by notice in writing terminate the appointment of the Company such Seller as the Banks’ its servicer and agent for the servicing of the Purchased Receivables, in which case and/or (iii) take any steps required to obtain or exercise exclusive control over any Seller Account or, on or after the Company undertakes Approved Account Control Date, any Approved Account related to such Seller (including the delivery of a “notice of exclusive control” (howsoever defined) to the Administrative relevant depository bank) and/or (iv) instruct the Revolver Agent to take any steps required to obtain or exercise exclusive control over any Seller Account or, on or after the Approved Account Control Date, any Approved Account related to such Seller (including the delivery of a “notice of exclusive control” (howsoever defined) to the relevant depository bank) and transfer Collections on Purchased Receivables to the Banks Purchaser. In addition, (1) if any Approved Obligor becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due, the Purchaser may, in its discretion, (i) take any lawful action to collect any Purchased Receivable directly from such Approved Obligor, and/or (ii) terminate the applicable Seller as its servicer and agent solely for the purpose of servicing of the Purchased Receivables of such Approved Obligor and (2) upon the occurrence of a Non-Payment Event, the Purchaser may, in its discretion, (i) take any lawful action to collect the relevant Purchased Receivables subject to such Non-Payment Event directly from such Approved Obligor, and/or (ii) terminate the applicable Seller as its servicer and agent solely for the purpose of servicing of the Purchased Receivables subject to such Non-Payment Event. In the event of any termination of any Seller as servicer with respect to any Purchased Receivable, (A) each Seller agrees to take action reasonably requested by the Purchaser in order to make the sale, assignment and transfer of the applicable Purchased Receivables compliant with FACA and to provide the Purchaser with all underlying documentation that the Purchaser may reasonably require in order to enable the Purchaser to enforce the payment obligation of any Approved Obligor with respect to a Purchased Receivable, (B) the Purchaser may, but shall not be obligated to, notify each applicable Approved Obligor of the transfers hereunder and direct each applicable Approved Obligor to make payments as the Purchaser may elect or desire, and (C) no Seller shall interfere with such servicing or collection of any such Purchased Receivable nor or attempt to receive, nor itself receive or make collection from the Debtor any Approved Obligor in respect of such Purchased ReceivablesReceivable. The Company shall have the option to repurchase allIn addition, or any portion of, Purchased Receivables sold by it upon any termination of the Company as servicer at the Repurchase Price as set forth in Section 21.1, provided no bankruptcy or insolvency (however evidenced) has occurred with respect each Seller hereby grants to the Company or the Parent. The Company hereby grants and conveys to the Administrative Agent on behalf of the Banks Purchaser an irrevocable power of attorney (coupled with an interest) authorizing and permitting the Administrative AgentPurchaser, at its option, with or without notice to the Companyany Seller, to do any one of the followingfollowing that are necessary, in the determination of the Purchaser, to collect amounts due with respect to any Purchased Receivable and to otherwise direct any one or more Approved Obligors to make payment directly to an account of the Purchaser at any time following a Non-Payment Event or a Servicer Replacement Event: (aI) endorsing the name of the Company such Seller upon any checks check or other Receivablesinstrument, document or agreement with respect to any Purchased Receivable; (bII) endorsing the name of the Company such Seller on any freight or express xxxx or xxxx of lading relating to any Purchased ReceivablesReceivable; (cIII) deliver and execute any documents and provide any information, in each case, as may be required in order to make the sale, assignment and transfer of any Purchased Receivables compliant with FACA; (IV) take any lawful action to enforce and otherwise collect any Purchased Receivable directly from such Approved Obligor; and (V) taking all action as the Administrative Agent Purchaser deems appropriate, including, without limitation, appropriate in connection with the execution and filing of financing statements in the name of and on behalf of the Company to perfect any of the security interests granted to the Administrative Agent, for the benefit of the Banks, herein; provided, unless and until a Termination Event shall have occurred, the Administrative Agent shall not exercise such power of attorneyforegoing. The Company Each Seller agrees that neither the Administrative Agent, any Bank nor the attorney-in-fact Purchaser will not be liable for any acts of commission or omission nor or for any error of judgment or mistake of fact or law Law in connection with the exercise of such power of attorney except to the extent the same constitutes gross negligence or willful misconduct. Without limiting the foregoing, in the event that a Debtor Default Event shall occur with respect to any Approved Debtor, the Administrative Agent and the Banks shall have the rights and remedies as set forth in this Section 6.3 with respect to the Purchased Receivables of such Approved Debtor, and (i) references in this Section 6.3 to “Purchased Receivables” shall be deemed to be to the Purchased Receivables of such Approved Debtor, and (ii) references in this Section 6.3 to the “Termination Date” shall be deemed to be to the determination date of the occurrence of such Debtor Default Event.

TERMINATION OF APPOINTMENT. The Upon the occurrence of any Servicer Replacement Event, the Administrative Agent may, and in its discretion, or shall at the request election of the Required Banks, shall, at any time following the occurrence of a Termination Event, or, immediately if upon the bankruptcy or insolvency of the Company or the Parent (however evidenced), Purchasers (i) at its discretion give notice to each Debtor and take any lawful action to collect any Purchased Receivable sold purchased from the Company such Seller directly from the respective Debtor and Approved Obligors, and/or (ii) by notice in writing terminate the appointment of the Company such Seller as the Banks’ its servicer and agent for the servicing of the Purchased Receivables, and/or (iii) take any steps required to obtain or exercise exclusive control over any Seller Account related to such Seller (including the delivery of a “notice of exclusive control” (howsoever defined) to the relevant depository bank). In addition, (1) if any Approved Obligor becomes insolvent or is unable to pay its debts or fails or admits in which case the Company undertakes writing its inability generally to pay its debts as they become due, the Administrative Agent may, in its discretion, or shall at the election of the Required Purchasers (i) take any lawful action to collect any Purchased Receivable directly from such Approved Obligor, and/or (ii) terminate the applicable Seller as its servicer and agent solely for the Banks purpose of servicing of the Purchased Receivables of such Approved Obligor and (2) upon the occurrence of a Non-Payment Event, the Administrative Agent may, in its discretion, or shall at the election of the Required Purchasers (i) take any lawful action to collect the relevant Purchased Receivables subject to such Non-Payment Event directly from such Approved Obligor, and/or (ii) terminate the applicable Seller as its servicer and agent solely for the purpose of servicing of the Purchased Receivables subject to such Non-Payment Event. In the event of any termination of any Seller as servicer with respect to any Purchased Receivable, (A) each Seller agrees to take action reasonably requested by the Administrative Agent in order to make the sale, assignment and transfer of the applicable Purchased Receivables compliant with FACA and to provide the Administrative Agent with all underlying documentation that the Administrative Agent may reasonably require in order to enable the Administrative Agent to enforce the payment obligation of any Approved Obligor with respect to a Purchased Receivable, (B) the Administrative Agent may, but shall not be obligated to, notify each applicable Approved Obligor of the transfers hereunder and direct each applicable Approved Obligor to make payments as the Administrative Agent may elect or desire, and (C) no Seller shall interfere with such servicing or collection of any such Purchased Receivable nor or attempt to receive, nor itself receive or make collection from the Debtor any Approved Obligor in respect of such Purchased ReceivablesReceivable. The Company shall have the option to repurchase allIn addition, or any portion of, Purchased Receivables sold by it upon any termination of the Company as servicer at the Repurchase Price as set forth in Section 21.1, provided no bankruptcy or insolvency (however evidenced) has occurred with respect to the Company or the Parent. The Company each Seller hereby grants and conveys to the Administrative Agent on behalf of the Banks an irrevocable power of attorney (coupled with an interest) authorizing and permitting the Administrative Agent, at its option, with or without notice to the Companyany Seller, to do any one of the followingfollowing that are necessary, in the determination of the Administrative Agent, to collect amounts due with respect to any Purchased Receivable and to otherwise direct any one or more Approved Obligors to make payment directly to an account of the Administrative Agent at any time following a Non-Payment Event or a Servicer Replacement Event: (aI) endorsing the name of the Company such Seller upon any checks check or other Receivablesinstrument, document or agreement with respect to any Purchased Receivable; (bII) endorsing the name of the Company such Seller on any freight or express xxxx or xxxx of lading relating to any Purchased ReceivablesReceivable; (cIII) deliver and execute any documents and provide any information, in each case, as may be required in order to make the sale, assignment and transfer of any Purchased Receivables compliant with FACA; (IV) take any lawful action to enforce and otherwise collect any Purchased Receivable directly from such Approved Obligor; and (V) taking all action as the Administrative Agent deems appropriate, including, without limitation, appropriate in connection with the execution and filing of financing statements in the name of and on behalf of the Company to perfect any of the security interests granted to the Administrative Agent, for the benefit of the Banks, herein; provided, unless and until a Termination Event shall have occurred, foregoing. Each Seller agrees that the Administrative Agent shall will not exercise such power of attorney. The Company agrees that neither the Administrative Agent, any Bank nor the attorney-in-fact will be liable for any acts of commission or omission nor or for any error of judgment or mistake of fact or law Law in connection with the exercise of such power of attorney except to the extent the same constitutes gross negligence or willful misconduct. Without limiting the foregoing, in the event that a Debtor Default Event shall occur with respect to any Approved Debtor, the Administrative Agent and the Banks shall have the rights and remedies as set forth in this Section 6.3 with respect to the Purchased Receivables of such Approved Debtor, and (i) references in this Section 6.3 to “Purchased Receivables” shall be deemed to be to the Purchased Receivables of such Approved Debtor, and (ii) references in this Section 6.3 to the “Termination Date” shall be deemed to be to the determination date of the occurrence of such Debtor Default Event5.6.

TERMINATION OF APPOINTMENT. The Administrative Agent may, and at the request of the Required Banks, shall, at any time following Upon the occurrence of the earliest to occur of (a) any event, condition, change or effect that has a Termination Eventmaterial adverse effect on (x) the business, orassets, immediately if upon the bankruptcy property, operations or insolvency financial condition of the Company Sellers and the Guarantor, taken as a whole or (y) the validity or enforceability of this Agreement or any other Purchase Documents as against a Seller or the Parent Guarantor or the rights and remedies of the Purchaser hereunder or thereunder as against a Seller, the Guarantor or any of the Purchased Receivables of a Seller, (however evidencedb) an Insolvency Event with respect to any Seller or the Guarantor, (c) when the financial institution where the Seller Account(s) are held delivers a notice to Purchaser and any Seller stating that the related Account Control Agreement will terminate or (d) a breach by a Seller or the Guarantor of any of its obligations hereunder or under any other Purchase Document (including any representation or warranty made by any Seller or the Guarantor being inaccurate, incorrect or untrue on any date as of which it is made or deemed to be made), the Purchaser may, in its discretion, (i) at its discretion give notice to each Debtor and take any lawful action to collect any Purchased Receivable sold purchased from the Company relevant Seller directly from the respective Debtor and Approved Obligors, and/or (ii) by notice in writing terminate the appointment of the Company relevant Seller as the Banks’ its servicer and agent for the servicing of the Purchased ReceivablesReceivables purchased from such Seller and/or (iii) take any steps required 163908148 to obtain or exercise exclusive control over any Seller Account. In addition, (i) if a Non-Payment Event occurs with respect to any Approved Obligor, the Purchaser may, in which case its discretion, take any lawful action to collect any Purchased Receivable directly from such Approved Obligor, and (ii) in the Company undertakes event of an Insolvency Event related to an Approved Obligor, the Administrative Agent Purchaser may, in its discretion, terminate the applicable Seller as its servicer and agent for the Banks servicing of the Purchased Receivables of the related Approved Obligor. In the event of any termination of any Seller as servicer with respect to any Purchased Receivable or any Purchased Receivables of any Approved Obligor, (A) the Purchaser may, but shall not be obligated to, notify each Approved Obligor (or, if such termination is related to only Purchased Receivables of a specific Approved Obligor, notify such Approved Obligor) of the transfers hereunder and direct each Approved Obligor (or such Approved Obligor, as applicable) to make payments with respect to such Purchased Receivable or Purchased Receivables as Purchaser may elect or desire and take such other action and enforce such rights and remedies as the Purchaser may deem appropriate, and (B) no Seller shall interfere with such servicing or collection of any such Purchased Receivable nor or attempt to receive, nor itself receive or make collection from the Debtor any Approved Obligor (or, if such termination is related to only Purchased Receivables of a specific Approved Obligor, such Approved Obligor) in respect of such Purchased Receivable or Purchased Receivables. The Company shall have the option to repurchase allIn addition, or any portion of, Purchased Receivables sold by it upon any termination of the Company as servicer at the Repurchase Price as set forth in Section 21.1, provided no bankruptcy or insolvency (however evidenced) has occurred with respect each Seller hereby grants to the Company or the Parent. The Company hereby grants and conveys to the Administrative Agent on behalf of the Banks Purchaser an irrevocable power of attorney (coupled with an interest) authorizing and permitting the Administrative AgentPurchaser, at its option, with or without notice to the Companyany Seller, to do any one of the followingfollowing upon and after any termination of such Seller as servicer with respect to any Purchased Receivable that are necessary, in the determination of the Purchaser, to collect amounts due with respect to any Purchased Receivable: (aI) endorsing the name of the Company such Seller upon any checks check or other Receivablesinstrument, document or agreement with respect to any Purchased Receivable, (bII) endorsing the name of the Company such Seller on any freight or express xxxx or xxxx of lading relating to any Purchased ReceivablesReceivable; and (cIII) taking all such other action and enforcing such rights and remedies with respect to such Purchased Receivable as the Administrative Agent Purchaser deems appropriate, including, without limitation, the execution and filing of financing statements in the name of and on behalf of the Company to perfect any of the security interests granted to the Administrative Agent, for the benefit of the Banks, herein; provided, unless and until a Termination Event shall have occurred, the Administrative Agent shall not exercise such power of attorney. The Company Each Seller agrees that neither the Administrative Agent, any Bank nor the attorney-in-fact Purchaser will not be liable for any acts of commission or omission nor or for any error of judgment or mistake of fact or law Law in connection with the exercise of such power of attorney except to the extent the same constitutes gross negligence or willful misconduct. Without limiting the foregoing, in the event that a Debtor Default Event shall occur with respect to any Approved Debtor, the Administrative Agent and the Banks shall have the rights and remedies as set forth in this Section 6.3 with respect to the Purchased Receivables of such Approved Debtor, and (i) references in this Section 6.3 to “Purchased Receivables” shall be deemed to be to the Purchased Receivables of such Approved Debtor, and (ii) references in this Section 6.3 to the “Termination Date” shall be deemed to be to the determination date of the occurrence of such Debtor Default Event.

TERMINATION OF APPOINTMENT. The Administrative Agent may, and at the request of the Required Banks, shall, Bank may at any time following the occurrence of a Termination Event, or, immediately if upon the bankruptcy or insolvency of the Company or the Parent (however evidenced), (i) at its discretion give notice to each Debtor and take any lawful action to collect any Purchased Receivable sold from the Company directly from the respective Debtor and (ii) by notice in writing terminate the appointment of the Company as the Banks’ its servicer and agent for the servicing of Purchased Receivables, in which case the Company undertakes to the Administrative Agent and the Banks Bank not to interfere with such servicing or collection of any Purchased Receivable nor attempt to receive, nor itself make collection from the Debtor in respect of such Purchased Receivables. The Company shall have the option to repurchase all, or any portion of, Purchased Receivables sold by it upon any termination of the Company as servicer at the Repurchase Price as set forth in Section 21.1, provided no bankruptcy or insolvency (however evidenced) has occurred with respect to the Company or the Parent. The Company hereby grants and conveys to the Administrative Agent on behalf of the Banks Bank an irrevocable power of attorney (coupled with an interest) authorizing and permitting the Administrative AgentBank, at its option, with or without notice to the Company, to do any one of the following: (a) endorsing the name of the Company upon any checks or other Receivables, (b) endorsing the name of the Company on any freight or express xxxx or xxxx of lading relating to any Purchased Receivables; (c) taking all action as the Administrative Agent Bank deems appropriate, including, without limitation, the execution and filing of financing statements in the name of and on behalf of the Company to perfect any of the security interests granted to the Administrative Agent, for the benefit of the Banks, Bank herein; provided, unless and until a Termination Event shall have occurred, the Administrative Agent shall not exercise such power of attorney. The Company agrees that neither the Administrative Agent, any Bank nor the attorney-in-fact will be liable for any acts of commission or omission nor for any error of judgment or mistake of fact or law except to the extent the same constitutes gross negligence or willful misconduct. Without limiting the foregoing, in the event that a Debtor Default Event shall occur with respect to any Approved Debtor, the Administrative Agent and the Banks shall have the rights and remedies as set forth in this Section 6.3 with respect to the Purchased Receivables of such Approved Debtor, and (i) references in this Section 6.3 to “Purchased Receivables” shall be deemed to be to the Purchased Receivables of such Approved Debtor, and (ii) references in this Section 6.3 to the “Termination Date” shall be deemed to be to the determination date of the occurrence of such Debtor Default Event.

TERMINATION OF APPOINTMENT. The Administrative Upon the occurrence and continuance of an Event of Default or upon termination of this Agreement, Purchaser may at any time immediately terminate Seller's appointment as the Collection Agent mayby delivery of a notice of such termination in writing to Seller, provided, however, that if there exists no Event of Default, Purchaser's termination of Seller as Collection Agent shall be effective fifteen (15) days after Purchaser's giving of notification thereof to Seller. Upon the termination of Seller as the Collection Agent, without limitation, (i) Purchaser, or a financial institution designated by Purchaser (Purchaser in such capacity or such third party, a "Successor Collection Agent"), shall administer the administrative, servicing and at the request of the Required Banks, collection functions with respect to Purchases from Seller in any commercially reasonable manner and in accordance with this Agreement; (ii) Purchaser shall, at any time following thereafter, be entitled to notify the occurrence Obligors on any Sold Receivables to make payment of amounts due thereunder directly to Purchaser at an address designated by Purchaser or to such third party or to a Termination Event, or, immediately if upon the bankruptcy bank or insolvency of the Company or the Parent (however evidenced), (i) at its discretion give notice to each Debtor and take any lawful action to collect any Purchased Receivable sold from the Company directly from the respective Debtor other depositary designated by Purchaser; and (iiiii) by notice in writing terminate the appointment of the Company as the Banks’ servicer and agent for the servicing of Purchased Receivables, in which case the Company undertakes to the Administrative Agent and the Banks not to interfere with such servicing or collection of any Purchased Receivable nor attempt to receive, nor itself make collection from the Debtor in respect of such Purchased Receivables. The Company shall have the option to repurchase all, or any portion of, Purchased Receivables sold by it upon any termination of the Company as servicer at the Repurchase Price as set forth in Section 21.1, provided no bankruptcy or insolvency (however evidenced) has occurred with respect to the Company or the Parent. The Company hereby grants and conveys to the Administrative Agent on behalf of the Banks an irrevocable power of attorney (coupled with an interest) authorizing and permitting the Administrative AgentSeller shall, at its optionown expense, with or without notice to the Company, to do any one of the following: (a) endorsing the name of the Company upon if so requested by Purchaser, endorse each instrument, if any, evidencing any checks or other Receivables, Sold Receivable to Purchaser in such manner as Purchaser shall reasonably direct and (b) endorsing perform any and all acts and execute any and all documents as may be reasonably requested by Purchaser in order to effect the name purposes of this Agreement and the Company on any freight or express xxxx or xxxx Purchase of lading relating Receivables and to any Purchased Receivables; (c) taking all action as perfect and protect the Administrative Agent deems appropriate, including, without limitation, the execution and filing ownership interest of financing statements Purchaser in the name of and on behalf of the Company to perfect any of the security interests granted to the Administrative Agent, for the benefit of the Banks, herein; provided, unless and until a Termination Event shall have occurred, the Administrative Agent shall not exercise such power of attorney. The Company agrees that neither the Administrative Agent, any Bank nor the attorney-in-fact will be liable for any acts of commission or omission nor for any error of judgment or mistake of fact or law except to the extent the same constitutes gross negligence or willful misconduct. Without limiting the foregoing, in the event that a Debtor Default Event shall occur with respect to any Approved Debtor, the Administrative Agent and the Banks shall have the rights and remedies as set forth in this Section 6.3 with respect to the Purchased Receivables of such Approved Debtor, and (i) references in this Section 6.3 to “Purchased Sold Receivables” shall be deemed to be to the Purchased Receivables of such Approved Debtor, and (ii) references in this Section 6.3 to the “Termination Date” shall be deemed to be to the determination date of the occurrence of such Debtor Default Event.

TERMINATION OF APPOINTMENT. The Administrative Agent may, and at the request of the Required Banks, shall, at any time following Upon the occurrence of a Termination Eventthe earliest to occur of (a) an Insolvency Event with respect to the Seller or the Guarantor, (b) any representation or warranty made by the Seller or the Guarantor hereunder being inaccurate, incorrect or untrue in any material respect (or, immediately in the case of any representation or warranty qualified by materiality, in all respects) on any date as of which it is made or deemed to be made, (c) a breach by the Seller or the Guarantor of its obligations hereunder (excluding any representations or warranties made by the Seller or the Guarantor hereunder) which, if upon capable of cure, is not cured within thirty (30) days following the bankruptcy or insolvency date of such breach (except to the extent such breach relates to (i) non-payment by the Seller of the Company Payment Amount due on any Settlement Date or (ii) Sections 10.1(f), (g) or (i), in which case no cure period shall apply) or (d) any event, condition, change or effect that has a material adverse effect on (w) a material portion of the Purchased Receivables, (x) the business, assets, property, operations or financial condition of the Guarantor and its Subsidiaries taken as a whole, (y) the validity or enforceability of this Agreement or any other Purchase Document as against the Seller or the Parent Guarantor or the rights and remedies of the Purchaser hereunder or thereunder as against the Seller, the Guarantor or any of the Purchased Receivables of the Seller or (however evidenced)z) the ability of the Seller or the Guarantor to perform its obligations hereunder in any material respect, the Purchaser may, in its discretion, (i) at its discretion give notice to each Debtor and take any lawful action to collect any Purchased Receivable sold from the Company directly from the respective Debtor and Approved Obligors, and/or (ii) by notice in writing terminate the appointment of the Company Seller as the Banks’ its servicer and agent for the servicing of the Purchased Receivables. In addition, if an Insolvency Event or Non-Payment Event occurs with respect to any Approved Obligor, the Purchaser may, in which case its discretion, (i) take any lawful action to collect any Purchased Receivable directly from such Approved Obligor, and/or (ii) terminate the Company undertakes Seller as its servicer and agent for the servicing of the Purchased Receivables of such Approved Obligor. In the event of any termination of Seller as servicer with respect to any Purchased Receivable, (A) the Administrative Agent Purchaser may, but shall not be obligated to, notify each Approved Obligor of the transfers hereunder and direct each Approved Obligor to make payments with respect to such Purchased Receivable as the Banks Purchaser may elect or desire and take such other action and enforce such rights and remedies with respect to such Purchased Receivable as the Purchaser may deem appropriate, and (B) the Seller shall not to interfere with such servicing or collection of any such Purchased Receivable nor or attempt to receive, nor itself receive or make collection from the Debtor any Approved Obligor in respect of such Purchased ReceivablesReceivable. The Company shall have In addition, the option to repurchase all, or any portion of, Purchased Receivables sold by it upon any termination of the Company as servicer at the Repurchase Price as set forth in Section 21.1, provided no bankruptcy or insolvency (however evidenced) has occurred with respect Seller hereby grants to the Company Purchaser, effective upon the occurrence of an event described in clauses (a), (b), (c) or the Parent. The Company hereby grants and conveys to the Administrative Agent on behalf of the Banks (d) above, an irrevocable power of attorney (coupled with an interest) authorizing and permitting the Administrative AgentPurchaser, at its option, with or without notice to the CompanySeller, to do any one of the followingfollowing that are necessary, in the determination of the Purchaser, to collect amounts due with respect to any Purchased Receivable: (aI) endorsing the name of the Company Seller upon any checks check or other Receivablesinstrument, document or agreement with respect to any Purchased Receivable; (bII) endorsing the name of the Company Seller on any freight or express xxxx or xxxx of lading relating to any Purchased ReceivablesReceivable; (cIII) following the termination of the Seller as servicer with respect to such Purchased Receivable, taking such other action and enforcing such rights and remedies with respect to such Purchased Receivable as the Purchaser deems appropriate; and (IV) taking all action as the Administrative Agent Purchaser deems appropriate, including, without limitation, appropriate in connection with the execution and filing of financing statements in the name of and on behalf of the Company to perfect any of the security interests granted to the Administrative Agent, for the benefit of the Banks, herein; provided, unless and until a Termination Event shall have occurred, the Administrative Agent shall not exercise such power of attorneyforegoing. The Company Seller agrees that neither the Administrative Agent, any Bank nor the attorney-in-fact Purchaser will not be liable for any acts of commission or omission nor or for any error of judgment or mistake of fact or law Law in connection with the exercise of such power of attorney except to the extent the same constitutes gross negligence or willful misconduct. Without limiting the foregoing, in the event that a Debtor Default Event shall occur with respect to any Approved Debtor, the Administrative Agent and the Banks shall have the rights and remedies as set forth in this Section 6.3 with respect to the Purchased Receivables of such Approved Debtor, and (i) references in this Section 6.3 to “Purchased Receivables” shall be deemed to be to the Purchased Receivables of such Approved Debtor, and (ii) references in this Section 6.3 to the “Termination Date” shall be deemed to be to the determination date of the occurrence of such Debtor Default Event.

TERMINATION OF APPOINTMENT. The Administrative Agent may, and at the request of the Required Banks, shall, at any time following Upon the occurrence of the earliest to occur of (a) a Termination Eventmaterial breach of any representation by a Seller hereunder, or(b) the failure by a Seller to comply with any covenants set forth in Section 4.3, immediately if upon Section 5.1, Section 5.2 and Section 10.1, where such failure is not cured within fifteen days after the bankruptcy earlier to occur of (i) written notice thereof having been given to such Seller by the Purchaser or insolvency (ii) actual knowledge thereof by such Seller of such failure, (c) the failure of a Seller to pay any amount due hereunder and such failure is not cured within five Business Days of the Company date on which the same shall be due and payable, (d) the failure by the Seller Representative to issue an invoice for an Eligible Unbilled Receivable in accordance with the terms of Section 2.10 or (e) the Parent occurrence of an Insolvency Event with respect to a Seller (however evidencedthe occurrence of any event or condition specified in clauses (a) through (e), a “Servicer Replacement Event”), the Purchaser may, in its discretion, (i) at its discretion give notice to each Debtor and take any lawful action to collect any Purchased Receivable sold purchased from the Company such Seller directly from the respective Debtor and Approved Obligors, and/or (ii) by notice in writing terminate the appointment of the Company such Seller as the Banks’ its servicer and agent for the servicing of the Purchased Receivables, in which case and/or (iii) take any steps required to obtain or exercise exclusive control over any Seller Account related to such Seller (including the Company undertakes delivery of a “notice of exclusive control” (howsoever defined) to the Administrative Agent relevant depository bank). In addition, (1) if any Approved Obligor becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due, the Purchaser may, in its discretion, (i) take any lawful action to collect any Purchased Receivable directly from such Approved Obligor, and/or (ii) terminate the applicable Seller as its servicer and agent solely for the Banks purpose of servicing of the Purchased Receivables of such Approved Obligor and (2) upon the occurrence of a Non-Payment Event, the Purchaser may, in its discretion, (i) take any lawful action to collect the relevant Purchased Receivables subject to such Non-Payment Event directly from such Approved Obligor, and/or (ii) terminate the applicable Seller as its servicer and agent solely for the purpose of servicing of the Purchased Receivables subject to such Non-Payment Event. In the event of any termination of any Seller as servicer with respect to any Purchased Receivable, (A) each Seller agrees to take action reasonably requested by the Purchaser in order to make the sale, assignment and transfer of the applicable Purchased Receivables compliant with FACA and to provide the Purchaser with all underlying documentation that the Purchaser may reasonably require in order to enable the Purchaser to enforce the payment obligation of any Approved Obligor with respect to a Purchased Receivable, (B) the Purchaser may, but shall not be obligated to, notify each applicable Approved Obligor of the transfers hereunder and direct each applicable Approved Obligor to make payments as the Purchaser may elect or desire, and (C) no Seller shall interfere with such servicing or collection of any such Purchased Receivable nor or attempt to receive, nor itself receive or make collection from the Debtor any Approved Obligor in respect of such Purchased ReceivablesReceivable. The Company shall have the option to repurchase allIn addition, or any portion of, Purchased Receivables sold by it upon any termination of the Company as servicer at the Repurchase Price as set forth in Section 21.1, provided no bankruptcy or insolvency (however evidenced) has occurred with respect each Seller hereby grants to the Company or the Parent. The Company hereby grants and conveys to the Administrative Agent on behalf of the Banks Purchaser an irrevocable power of attorney (coupled with an interest) authorizing and permitting the Administrative AgentPurchaser, at its option, with or without notice to the Companyany Seller, to do any one of the followingfollowing that are necessary, in the determination of the Purchaser, to collect amounts due with respect to any Purchased Receivable and to otherwise direct any one or more Approved Obligors to make payment directly to an account of the Purchaser at any time following a Non-Payment Event or a Servicer Replacement Event: (aI) endorsing the name of the Company such Seller upon any checks check or other Receivablesinstrument, document or agreement with respect to any Purchased Receivable; (bII) endorsing the name of the Company such Seller on any freight or express xxxx or xxxx of lading relating to any Purchased ReceivablesReceivable; (cIII) deliver and execute any documents and provide any information, in each case, as may be required in order to make the sale, assignment and transfer of any Purchased Receivables compliant with FACA; (IV) take any lawful action to enforce and otherwise collect any Purchased Receivable directly from such Approved Obligor; and (V) taking all action as the Administrative Agent Purchaser deems appropriate, including, without limitation, appropriate in connection with the execution and filing of financing statements in the name of and on behalf of the Company to perfect any of the security interests granted to the Administrative Agent, for the benefit of the Banks, herein; provided, unless and until a Termination Event shall have occurred, the Administrative Agent shall not exercise such power of attorneyforegoing. The Company Each Seller agrees that neither the Administrative Agent, any Bank nor the attorney-in-fact Purchaser will not be liable for any acts of commission or omission nor or for any error of judgment or mistake of fact or law Law in connection with the exercise of such power of attorney except to the extent the same constitutes gross negligence or willful misconduct. Without limiting the foregoing, in the event that a Debtor Default Event shall occur with respect to any Approved Debtor, the Administrative Agent and the Banks shall have the rights and remedies as set forth in this Section 6.3 with respect to the Purchased Receivables of such Approved Debtor, and (i) references in this Section 6.3 to “Purchased Receivables” shall be deemed to be to the Purchased Receivables of such Approved Debtor, and (ii) references in this Section 6.3 to the “Termination Date” shall be deemed to be to the determination date of the occurrence of such Debtor Default Event.

TERMINATION OF APPOINTMENT. The Upon the occurrence of any Servicer Replacement Event, the Administrative Agent may, and in its discretion, or shall at the request election of the Required Banks, shall, at any time following the occurrence of a Termination Event, or, immediately if upon the bankruptcy or insolvency of the Company or the Parent (however evidenced), Purchasers (i) at its discretion give notice to each Debtor and take any lawful action to collect any Purchased Receivable sold purchased from the Company such Seller directly from the respective Debtor and Approved Obligors, and/or (ii) by notice in writing terminate the appointment of the Company such Seller as the Banks’ its servicer and agent for the servicing of the Purchased Receivables, and/or (iii) take any steps required to obtain or exercise exclusive control over any Seller Account related to such Seller (including the delivery of a “notice of exclusive control” (howsoever defined) to the relevant depository bank). In addition, (1) if any Approved Obligor becomes insolvent or is unable to pay its debts or fails or admits in which case the Company undertakes writing its inability generally to pay its debts as they become due, the Administrative Agent may, in its discretion, or shall at the election of the Required Purchasers (i) take any lawful action to collect any Purchased Receivable directly from such Approved Obligor, and/or (ii) terminate the applicable Seller as its servicer and agent solely for the Banks purpose of servicing of the Purchased Receivables of such Approved Obligor and (2) upon the occurrence of a Non-Payment Event, the Administrative Agent may, in its discretion, or shall at the election of the Required Purchasers (i) take any lawful action to collect the relevant Purchased Receivables subject to such Non-Payment Event directly from such Approved Obligor, and/or (ii) terminate the applicable Seller as its servicer and agent solely for the purpose of servicing of the Purchased Receivables subject to such Non-Payment Event. In the event of any termination of any Seller as servicer with respect to any Purchased Receivable, (A) each Seller agrees to take action reasonably requested by the Administrative Agent in order to make the sale, assignment and transfer of the applicable Purchased Receivables compliant with FACA and to provide the Administrative Agent with all underlying documentation that the Administrative Agent may reasonably require in order to enable the Administrative Agent to enforce the payment obligation of any Approved Obligor with respect to a Purchased Receivable, (B) the Administrative Agent may, but shall not be obligated to, notify each applicable Approved Obligor of the transfers hereunder and direct each applicable Approved Obligor to make payments as the Administrative Agent may elect or desire, and (C) no Seller shall interfere with such servicing or collection of any such Purchased Receivable nor or attempt to receive, nor itself receive or make collection from the Debtor any Approved Obligor in respect of such Purchased ReceivablesReceivable. The Company shall have the option to repurchase allIn addition, or any portion of, Purchased Receivables sold by it upon any termination of the Company as servicer at the Repurchase Price as set forth in Section 21.1, provided no bankruptcy or insolvency (however evidenced) has occurred with respect to the Company or the Parent. The Company each Seller hereby grants and conveys to the Administrative Agent on behalf of the Banks an irrevocable power of attorney (coupled with an interest) authorizing and permitting the Administrative Agent, at its option, with or without notice to the Companyany Seller, to do any one of the followingfollowing that are necessary, in the determination of the Administrative Agent, to collect amounts due with respect to any Purchased Receivable and to otherwise direct any one or more Approved Obligors to make payment directly to an account of the Administrative Agent at any time following a Non-Payment Event or a Servicer Replacement Event: (aI) endorsing the name of the Company such Seller upon any checks check or other Receivablesinstrument, document or agreement with respect to any Purchased Receivable; (bII) endorsing the name of the Company such Seller on any freight or express xxxx or xxxx of lading relating to any Purchased ReceivablesReceivable; (cIII) deliver and execute any documents and provide any information, in each case, as may be required in order to make the sale, assignment and transfer of any Purchased Receivables compliant with FACA; (IV) take any lawful action \ to enforce and otherwise collect any Purchased Receivable directly from such Approved Obligor; and (V) taking all action as the Administrative Agent deems appropriate, including, without limitation, appropriate in connection with the execution and filing of financing statements in the name of and on behalf of the Company to perfect any of the security interests granted to the Administrative Agent, for the benefit of the Banks, herein; provided, unless and until a Termination Event shall have occurred, foregoing. Each Seller agrees that the Administrative Agent shall will not exercise such power of attorney. The Company agrees that neither the Administrative Agent, any Bank nor the attorney-in-fact will be liable for any acts of commission or omission nor or for any error of judgment or mistake of fact or law Law in connection with the exercise of such power of attorney except to the extent the same constitutes gross negligence or willful misconduct. Without limiting the foregoing, in the event that a Debtor Default Event shall occur with respect to any Approved Debtor, the Administrative Agent and the Banks shall have the rights and remedies as set forth in this Section 6.3 with respect to the Purchased Receivables of such Approved Debtor, and (i) references in this Section 6.3 to “Purchased Receivables” shall be deemed to be to the Purchased Receivables of such Approved Debtor, and (ii) references in this Section 6.3 to the “Termination Date” shall be deemed to be to the determination date of the occurrence of such Debtor Default Event5.6.