Common use of Designation of Collection Agent Clause in Contracts

Designation of Collection Agent. (a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the "Collection Agent") so designated from time to time in accordance with this Section 6. 1. The Seller is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms of this Agreement. The Agent may at any time designate as Collection Agent any Person to succeed the Seller or any successor Collection Agent. (b) The Seller is permitted to delegate, and the Seller hereby advises the Purchasers and the Agent that it has delegated, to the Originator, as subservicer of the Collection Agent, all of its duties and responsibilities as Collection Agent hereunder. The Originator has delegated certain of its duties and responsibilities as more particularly described on Schedule B hereto. Notwithstanding the foregoing, (i) the Seller shall be and remain primarily liable to the Agent and the Purchasers for the full and prompt performance of all duties and responsibilities of the Collection Agent hereunder and (ii) the Agent and the Purchasers shall be entitled to deal exclusively with the Seller in matters relating to the discharge by the Collection Agent of its duties and responsibilities hereunder, and the Agent and the Purchasers shall not be required to give notice, demand or other communication to any Person other than the Seller in order for communication to the Collection Agent and its respective delegatees and subservicers in respect thereof to be accomplished. The Seller, at all times that it is the Collection Agent, shall be responsible for providing its delegatees and subservicers with any notice given under this Agreement. Without the prior written consent of the Required Investors, the Seller shall not be permitted to delegate any of its duties or responsibilities as Collection Agent to any Person other than the Originator, and the Originator shall not be permitted to further delegate to any other Person any of the duties or responsibilities of the Collection Agent delegated to it by the Seller.

Designation of Collection Agent. (a) The servicing, ------------------------------- administration and collection of the Transferred Receivables shall be conducted by such Person (the "Collection Agent") so designated hereunder from time to time in accordance with this Section 6. 1---------------- time. The Seller Until the Transferee or its assignee gives notice to the Originator of the designation of a new Collection Agent, the Originator is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms of this Agreementhereof. The Agent Originator agrees that such notice may be given at any time in the Transferee's or assignee's discretion. Upon the Originator's receipt of such notice, the Originator agrees that it will terminate its activities as Collection Agent hereunder in a manner which the Transferee (or its designee) believes will facilitate the transition of the performance of such activities to the new Collection Agent, and the Originator shall use its best efforts to assist the Transferee (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Collection Agent and access to all employees and officers of the Originator responsible with respect thereto. The Transferee at any time after giving such notice may designate as Collection Agent any Person (including itself) to succeed the Seller Originator or any successor Collection Agent. (b) The Seller is permitted to delegate, if such Person shall consent and the Seller hereby advises the Purchasers and the Agent that it has delegated, agree to the Originatorterms hereof. The Collection Agent may, as subservicer with the prior consent of the Transferee, subcontract with any other Person for the servicing, administration or collection of Transferred Receivables. Any such subcontract shall not affect the Collection Agent, all 's liability for performance of its duties and responsibilities as Collection Agent hereunder. The Originator has delegated certain of its duties and responsibilities as more particularly described on Schedule B hereto. Notwithstanding the foregoing, (i) the Seller shall be and remain primarily liable obligations pursuant to the Agent and the Purchasers for the full and prompt performance of all duties and responsibilities of the Collection Agent hereunder and (ii) the Agent and the Purchasers shall be entitled to deal exclusively with the Seller in matters relating to the discharge by the Collection Agent of its duties and responsibilities hereunder, and the Agent and the Purchasers shall not be required to give notice, demand or other communication to any Person other than the Seller in order for communication to the Collection Agent and its respective delegatees and subservicers in respect thereof to be accomplished. The Seller, at all times that it is the Collection Agent, shall be responsible for providing its delegatees and subservicers with any notice given under this Agreement. Without the prior written consent of the Required Investors, the Seller shall not be permitted to delegate any of its duties or responsibilities as Collection Agent to any Person other than the Originator, and the Originator shall not be permitted to further delegate to any other Person any of the duties or responsibilities of the Collection Agent delegated to it by the Sellerterms hereof.

Designation of Collection Agent. (a) The servicing, administration administration, collection and collection management of the Pool Receivables shall be conducted by the Person so designated hereunder from time to time (such Person (Person, the "Collection Agent"). Until the Administrative Agent (with the consent or at the direction of the Required Committed Lenders) so designated from gives notice to the Borrower and the European Purchaser of the designation of a new Collection Agent (which notice may be given at any time to time in accordance with this Section 6. 1. The Seller following the occurrence and during the continuation of a Collection Agent Default), TRW U.S. is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms of this AgreementAgreement and the other Transaction Documents. TRW U.S. may not resign from the obligations and liabilities hereby imposed on it. The Administrative Agent may may, and at the direction of the Required Committed Lenders shall, at any time after the occurrence and during the continuation of a Collection Agent Default, designate as Collection Agent any Person (including itself) to succeed the Seller TRW U.S. or any successor Collection Agent. , on such terms and conditions as the Administrative Agent and such successor Collection Agent shall agree. The Collection Agent may, with the prior consent of the Required Committed Lenders, subcontract with any other Person for the servicing, administration, collection or management of the Receivables (b) The Seller is permitted each such Person a "Sub-Collection Agent"); provided that TRW U.S. may without such consent delegate its duties as Collection Agent hereunder to delegate, and the Seller hereby advises the Purchasers and the Agent that it has delegated, to the Originator, as subservicer of any Affiliate. Any such subcontract or delegation shall not affect the Collection Agent, all 's liability for performance of its duties and responsibilities as obligations pursuant to the terms hereof. Without limiting the generality of the foregoing, any action taken or omitted to be taken by any Person that has entered into a subcontract with the Collection Agent hereunder. The Originator or to whom the Collection Agent has delegated certain any of its duties and responsibilities as more particularly described on Schedule B hereto. Notwithstanding the foregoing(including, (iwithout limitation, any Seller) the Seller shall be and remain primarily liable deemed to the Agent and the Purchasers for the full and prompt performance of all duties and responsibilities of the Collection Agent hereunder and (ii) the Agent and the Purchasers shall be entitled to deal exclusively with the Seller in matters relating to the discharge an action or omission by the Collection Agent (including, without limitation, for purposes of its duties determining whether any Receivable is a Diluted Receivable and responsibilities hereunder, for purposes of Sections 2.6 of this Agreement and the Agent and the Purchasers shall not be required to give notice, demand or other communication to any Person other than the Seller in order for communication to the Collection Agent and its respective delegatees and subservicers in respect thereof to be accomplished. The Seller, at all times that it is the Collection Agent, shall be responsible for providing its delegatees and subservicers with any notice given under this Agreement. Without the prior written consent 10.01 of the Required Investors, the Seller shall not be permitted to delegate any of its duties or responsibilities as Collection Agent to any Person other than the Originator, and the Originator shall not be permitted to further delegate to any other Person any of the duties or responsibilities of the Collection Agent delegated to it by the SellerReceivables Loan Agreement).

Designation of Collection Agent. (a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the "“Collection Agent"”) so designated from time to time in accordance with this Section 6. 18.1. The Seller Ferro is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms of this Agreement. The At any time after the occurrence of an Amortization Event, the Agent and the Purchasers may at any time designate as Collection Agent any Person to succeed the Seller Ferro or any successor Collection Agent. (b) The Seller is permitted to delegate, and the Seller hereby advises the Purchasers and the Agent that it has delegated, Ferro may delegate to the Originatorother Originators, as subservicer sub-Collection Agents of the Collection Agent, all certain of its duties and responsibilities as Collection Agent hereunderhereunder in respect of the Receivables originated by such Originators. The Originator has delegated certain Without the prior written consent of the Purchasers, the Collection Agent shall not be permitted to delegate any of its duties or responsibilities as Collection Agent to any Person other than (i) the other Originators, and (ii) with respect to certain Charged-Off Receivables, outside collection agencies in accordance with its customary practices. Seller shall not be permitted to further delegate to any other Person any of the duties or responsibilities of Collection Agent delegated to it by Ferro. If at any time following the occurrence of an Amortization Event, the Purchasers shall designate as Collection Agent any Person other than Ferro, all duties and responsibilities theretofore delegated by Ferro to Seller or any Originator may, at the discretion of any of the Agent, be terminated forthwith on notice given by the Agent or any Purchaser to the Agent or the other Purchaser, as more particularly described on Schedule B hereto. applicable, Ferro and to Seller. (c) Notwithstanding the foregoingforegoing subsection (b), (i) the Seller Collection Agent shall be and remain primarily liable to the Agent and the Purchasers for the full and prompt performance of all duties and responsibilities of the Collection Agent hereunder and (ii) the Agent and the Purchasers shall be entitled to deal exclusively with the Seller Collection Agent in matters relating to the discharge by the Collection Agent of its duties and responsibilities hereunder, and the . The Agent and the Purchasers shall not be required to give notice, demand or other communication to any Person other than the Seller Collection Agent in order for communication to the Collection Agent and its respective delegatees and subservicers in sub-Collection Agent or other delegate with respect thereof thereto to be accomplished. The SellerCollection Agent, at all times that it is the Collection Agent, shall be responsible for providing its delegatees and subservicers any sub-Collection Agent or other delegate of the Collection Agent with any notice given to the Collection Agent under this Agreement. Without the prior written consent of the Required Investors, the Seller shall not be permitted to delegate any of its duties or responsibilities as Collection Agent to any Person other than the Originator, and the Originator shall not be permitted to further delegate to any other Person any of the duties or responsibilities of the Collection Agent delegated to it by the Seller.

Designation of Collection Agent. (a) The servicing, administration and collection of the Transferred Receivables shall be conducted by such Person (the "Collection AgentCOLLECTION AGENT") so designated hereunder from time to time in accordance with this Section 6. 1time. The Until the Purchaser or its assignee gives notice to the Seller of the designation of a new Collection Agent following the occurrence and during the continuance of a Collection Agent Default, the Seller is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. Upon the Seller's receipt of this Agreementsuch notice, the Seller agrees that it will terminate its activities as Collection Agent hereunder in a manner which the Purchaser (or its designee) believes will facilitate the transition of the performance of such activities to the new Collection Agent, and the Seller shall use commercially reasonable efforts to assist the Purchaser (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Collection Agent and access to all employees and officers of the Seller responsible with respect thereto. The Agent may Purchaser at any time after giving such notice may designate as Collection Agent any Person (including itself) to succeed the Seller or any successor Collection Agent. (b) The Seller is permitted to delegate, if such Person shall consent and the Seller hereby advises the Purchasers and the Agent that it has delegated, agree to the Originatorterms hereof. The Collection Agent may, as subservicer with the prior consent of the Purchaser, subcontract with any other Person for the servicing, administration or collection of Transferred Receivables. Any such subcontract shall not affect the Collection Agent, all 's liability for performance of its duties and responsibilities as Collection Agent hereunder. The Originator has delegated certain of its duties and responsibilities as more particularly described on Schedule B hereto. Notwithstanding the foregoing, (i) the Seller shall be and remain primarily liable obligations pursuant to the Agent and the Purchasers for the full and prompt performance of all duties and responsibilities of the Collection Agent hereunder and (ii) the Agent and the Purchasers shall be entitled to deal exclusively with the Seller in matters relating to the discharge by the Collection Agent of its duties and responsibilities hereunder, and the Agent and the Purchasers shall not be required to give notice, demand or other communication to any Person other than the Seller in order for communication to the Collection Agent and its respective delegatees and subservicers in respect thereof to be accomplished. The Seller, at all times that it is the Collection Agent, shall be responsible for providing its delegatees and subservicers with any notice given under this Agreement. Without the prior written consent of the Required Investors, the Seller shall not be permitted to delegate any of its duties or responsibilities as Collection Agent to any Person other than the Originator, and the Originator shall not be permitted to further delegate to any other Person any of the duties or responsibilities of the Collection Agent delegated to it by the Sellerterms hereof.

Designation of Collection Agent. (a) The servicing, administration and collection of the Purchased Receivables shall be conducted by such Person (the "“Collection Agent"”) so designated hereunder from time to time. Until the RPA Final Payment Date, Ferro (or such other Person as may be designated from time to time in accordance with this Section 6. 1. The Seller under the Sale Agreement) is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms of this Agreementhereof. The Agent Following the RPA Final Payment Date, the Purchaser, by notice to Ferro, may at any time designate as Collection Agent any Person (including itself) to succeed the Seller Ferro or any successor Collection Agent. , if such Person shall consent and agree to the terms hereof. Upon Ferro’s receipt of such notice, Ferro agrees that it will terminate its activities as Collection Agent hereunder in a manner which the Purchaser (bor its designee or assignees) The Seller is permitted believes will facilitate the transition of the performance of such activities to delegatethe new Collection Agent, and Ferro shall use its best efforts to assist the Seller hereby advises Purchaser (or its designee or assignee) to take over the Purchasers servicing, administration and collection of the Purchased Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Purchased Receivables maintained in its capacity as Collection Agent and access to all employees and officers of Ferro responsible with respect thereto. The Collection Agent may, with the prior consent of the Purchaser, subcontract with any other Person for the servicing, administration or collection of Purchased Receivables (and the Agent that it has delegatedPurchaser, on behalf of itself and the Agent, hereby consents to the Originatorsubcontracting to Ferro Color or FPL, as subservicer the case may be of the servicing, administration and collection of Purchased Receivables originated by Ferro Color or FPL, as the case may be). Any such subcontract shall not affect the Collection Agent, all ’s liability for performance of its duties and responsibilities as Collection Agent hereunder. The Originator has delegated certain of its duties and responsibilities as more particularly described on Schedule B hereto. Notwithstanding the foregoing, (i) the Seller shall be and remain primarily liable obligations pursuant to the Agent and the Purchasers for the full and prompt performance of all duties and responsibilities of the Collection Agent hereunder and (ii) the Agent and the Purchasers shall be entitled to deal exclusively with the Seller in matters relating to the discharge by the Collection Agent of its duties and responsibilities hereunderterms hereof, and the Agent and the Purchasers any such subcontract shall not be required to give notice, demand or other communication to any Person other than the Seller in order for communication to the Collection Agent and its respective delegatees and subservicers in respect thereof to be accomplished. The Seller, at all times that it is the automatically terminate upon designation of a successor Collection Agent, shall be responsible for providing its delegatees and subservicers with any notice given under this Agreement. Without the prior written consent of the Required Investors, the Seller shall not be permitted to delegate any of its duties or responsibilities as Collection Agent to any Person other than the Originator, and the Originator shall not be permitted to further delegate to any other Person any of the duties or responsibilities of the Collection Agent delegated to it by the Seller.

Designation of Collection Agent. (a) The servicing, administration administering and collection of the Pool Receivables shall be conducted by such Person (the "“Collection Agent"”) so designated from time to time in accordance with this Section 6. 101. The Seller Until the Majority Group Managing Agents give notice to the Borrower of a designation of a new Collection Agent, TXU Energy Retail is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms of this Agreementhereof. The Agent may Majority Group Managing Agents may, at any time upon the occurrence of an Event of Termination or at any other time with the written consent of the Borrower, designate as Collection Agent any Person (including any Group Managing Agent but not including any Investor) to succeed the Seller or TXU Energy Retail as Collection Agent, and may at any time designate any Person (including any Group Managing Agent but not including any Investor) to succeed any successor Collection Agent. (b) The Seller is permitted , on the condition in each case that any such Person so designated shall agree to delegate, and perform the Seller hereby advises the Purchasers and the Agent that it has delegated, to the Originator, as subservicer of the Collection Agent, all of its duties and responsibilities as Collection Agent hereunder. The Originator has delegated certain of its duties and responsibilities as more particularly described on Schedule B hereto. Notwithstanding the foregoing, (i) the Seller shall be and remain primarily liable to the Agent and the Purchasers for the full and prompt performance of all duties and responsibilities obligations of the Collection Agent hereunder pursuant to the terms hereof. For purposes of satisfying the condition contained in the preceding sentence, the Administrative Agent and (ii) each Group Managing Agent hereby agree that if and when it accepts the designation of itself as the Collection Agent it shall perform the duties and obligations of the Collection Agent pursuant to the terms hereof. The Collection Agent may subcontract with TCEH and, upon prior written notice to each Group Managing Agent and the Purchasers Administrative Agent, subcontract with any other Subcontractor (including, without limitation, any other Parent Undertaking Provider), in each instance, for servicing, administering or collecting the Pool Receivables, provided that the Collection Agent shall remain liable for the performance of the duties and obligations of the Collection Agent pursuant to the terms hereof and the Administrative Agent and Group Managing Agents shall be entitled to deal exclusively with the Seller Collection Agent in matters relating related to the discharge by the Collection Agent of its duties and responsibilities hereunder, and provided further that the Agent and Majority Group Managing Agents may at any time after the Purchasers shall not be required occurrence of an Event of Termination deliver a notice in the form of Exhibit H canceling any such Subcontractor’s right to give notice, demand or other communication to any Person other than the Seller in order for communication to the Collection Agent and its respective delegatees and subservicers in respect thereof to be accomplished. The Seller, at all times that it is the act as Collection Agent, shall be responsible for providing its delegatees and subservicers with any notice given under this Agreement. Without the prior written consent of the Required Investors, the Seller shall not be permitted to delegate any of its duties or responsibilities as Collection Agent to any Person other than the Originator, and the Originator shall not be permitted to further delegate to any other Person any of the duties or responsibilities of the Collection Agent delegated to it by the Seller.

Designation of Collection Agent. (a) The servicing, administration and collection of the Transferred Receivables shall be conducted by such Person (the "“Collection Agent"”) so designated hereunder from time to time in accordance with this Section 6. 1time. The Seller Until the Purchaser or its assignee gives notice to Ferro Corporation of the designation of a new Collection Agent, Ferro Corporation is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms of this Agreementhereof. The Agent Ferro Corporation agrees that such notice may be given at any time in the Purchaser’s or assignee’s Purchaser’s or assignee’s discretion. Upon receipt by Ferro Corporation of such notice, Ferro Corporation agrees that it will terminate its activities as Collection Agent hereunder in a manner which the Purchaser (or its designee) believes will facilitate the transition of the performance of such activities to the new Collection Agent, and Ferro Corporation shall use its best efforts to assist the Purchaser (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Collection Agent and access to all employees and officers of Ferro Corporation responsible with respect thereto. The Purchaser at any time after giving such notice may designate as Collection Agent any Person (including itself) to succeed the Seller Ferro Corporation or any successor Collection Agent. , if such Person shall consent and agree to the terms hereof. The Collection Agent may, with the prior consent of the Purchaser, subcontract with any other Person for the servicing, administration or collection of Transferred Receivables (b) The Seller is permitted to delegate, and the Seller hereby advises the Purchasers Purchaser, on behalf of itself and the Agent that it has delegatedAgent, hereby consents to the Originatorsubcontracting to Ferro Electronic of the servicing, as subservicer administration and collection of Transferred Receivables originated by Ferro Electronic). Any such subcontract shall not affect the Collection Agent, all ’s Agent’s liability for performance of its duties and responsibilities as Collection Agent hereunder. The Originator has delegated certain of its duties and responsibilities as more particularly described on Schedule B hereto. Notwithstanding the foregoing, (i) the Seller shall be and remain primarily liable obligations pursuant to the Agent and the Purchasers for the full and prompt performance of all duties and responsibilities of the Collection Agent hereunder and (ii) the Agent and the Purchasers shall be entitled to deal exclusively with the Seller in matters relating to the discharge by the Collection Agent of its duties and responsibilities hereunderterms hereof, and the Agent and the Purchasers any such subcontract shall not be required to give notice, demand or other communication to any Person other than the Seller in order for communication to the Collection Agent and its respective delegatees and subservicers in respect thereof to be accomplished. The Seller, at all times that it is the automatically terminate upon designation of a successor Collection Agent, shall be responsible for providing its delegatees and subservicers with any notice given under this Agreement. Without the prior written consent of the Required Investors, the Seller shall not be permitted to delegate any of its duties or responsibilities as Collection Agent to any Person other than the Originator, and the Originator shall not be permitted to further delegate to any other Person any of the duties or responsibilities of the Collection Agent delegated to it by the Seller.

Designation of Collection Agent. (a) The servicing, administration and collection of the Transferred Receivables shall be conducted by such Person (the "Collection Agent") so designated hereunder from time to time in accordance with this Section 6. 1time. The Until the Purchaser or its assignee gives notice to the Seller of the designation of a new Collection Agent, the Seller is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms of this Agreementhereof. The Agent Seller agrees that such notice may be given at any time during the existence of an Event of Termination in the Purchaser's or assignee's discretion. Upon the Seller's receipt of such notice, the Seller agrees that it will terminate its activities as Collection Agent hereunder in a manner which the Purchaser (or its designee) believes will facilitate the transition of the performance of such activities to the new Collection Agent, and the Seller shall use its best efforts to assist the Purchaser (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Collection Agent and access to all employees and officers of the Seller responsible with respect thereto. The Purchaser at any time after giving such notice may designate as Collection Agent itself or any Person that is a financial institution and/or in the business of servicing pools of receivables to succeed the Seller or any successor Collection Agent. (b) The Seller is permitted to delegate, if such Person shall consent and the Seller hereby advises the Purchasers and the Agent that it has delegated, agree to the Originatorterms hereof. The Collection Agent may, as subservicer with the prior consent of the Purchaser, subcontract with any other Person for the servicing, administration or collection of Transferred Receivables. Any such subcontract shall not affect the Collection Agent, all 's liability for performance of its duties and responsibilities as Collection Agent hereunder. The Originator has delegated certain of its duties and responsibilities as more particularly described on Schedule B hereto. Notwithstanding the foregoing, (i) the Seller shall be and remain primarily liable obligations pursuant to the Agent and the Purchasers for the full and prompt performance of all duties and responsibilities of the Collection Agent hereunder and (ii) the Agent and the Purchasers shall be entitled to deal exclusively with the Seller in matters relating to the discharge by the Collection Agent of its duties and responsibilities hereunder, and the Agent and the Purchasers shall not be required to give notice, demand or other communication to any Person other than the Seller in order for communication to the Collection Agent and its respective delegatees and subservicers in respect thereof to be accomplished. The Seller, at all times that it is the Collection Agent, shall be responsible for providing its delegatees and subservicers with any notice given under this Agreement. Without the prior written consent of the Required Investors, the Seller shall not be permitted to delegate any of its duties or responsibilities as Collection Agent to any Person other than the Originator, and the Originator shall not be permitted to further delegate to any other Person any of the duties or responsibilities of the Collection Agent delegated to it by the Sellerterms hereof.

Designation of Collection Agent. (a) The servicing, administration and collection of the Transferred Receivables shall be conducted by such Person (the "“Collection Agent"”) so designated hereunder from time to time. Until the RFA Final Payment Date, the Herc Seller (or such other Person as may be designated as “Servicer” from time to time in accordance with this Section 6. 1. The Seller under the RFA) is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent, and the duties of the Collection Agent shall be deemed performed by performance of the Servicer under the RFA pursuant to the terms thereof. In the event of any conflict between the terms of the RFA and this AgreementAgreement regarding the duties of the Servicer or Collection Agent, the terms of the RFA shall prevail. The Agent Following the RFA Final Payment Date, the Purchaser, by notice to the Sellers, may at any time designate as Collection Agent any Person (including itself) to succeed the Herc Seller or any successor Collection Agent. , if such Person shall consent and agree to the terms hereof. Upon the Herc Seller’s receipt of such notice, the Herc Seller agrees that it will terminate its activities as Collection Agent hereunder in a manner which the Purchaser (bor its designee) The Seller is permitted believes will facilitate the transition of the performance of such activities to delegatethe new Collection Agent, and the Herc Seller hereby advises shall use its best efforts to assist the Purchasers Purchaser (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Collection Agent that it has delegatedand access to all employees and officers of the Herc Seller responsible with respect thereto. The Collection Agent may, with the prior consent of the Purchaser, subcontract with any other Person for the servicing, administration or collection of Transferred Receivables. As of the date of this Agreement, Purchaser provides its consent for the Herc Seller to engage the Originator, Cinelease Seller as a subservicer of with respect to Transferred Receivables sold to Purchaser by the Cinelease Seller. Any such subcontract shall not affect the Collection Agent, all ’s liability for performance of its duties and responsibilities as Collection Agent hereunder. The Originator has delegated certain of its duties and responsibilities as more particularly described on Schedule B hereto. Notwithstanding the foregoing, (i) the Seller shall be and remain primarily liable obligations pursuant to the Agent and the Purchasers for the full and prompt performance of all duties and responsibilities of the Collection Agent hereunder and (ii) the Agent and the Purchasers shall be entitled to deal exclusively with the Seller in matters relating to the discharge by the Collection Agent of its duties and responsibilities hereunderterms hereof, and the Agent and the Purchasers any such subcontract shall not be required to give notice, demand or other communication to any Person other than the Seller in order for communication to the Collection Agent and its respective delegatees and subservicers in respect thereof to be accomplished. The Seller, at all times that it is the terminate upon designation of a successor Collection Agent, shall be responsible for providing its delegatees and subservicers with any notice given under this Agreement. Without the prior written consent of the Required Investors, the Seller shall not be permitted to delegate any of its duties or responsibilities as Collection Agent to any Person other than the Originator, and the Originator shall not be permitted to further delegate to any other Person any of the duties or responsibilities of the Collection Agent delegated to it by the Seller.

Designation of Collection Agent. (a) The Purchaser shall ------------------------------- have, as against the Seller, the sole right to service, administer and collect the Pool Receivables. Notwithstanding the foregoing, the servicing, administration administering and collection of the Pool Receivables shall be conducted by such Person (the "Collection Agent") so designated from time to time in accordance with this Section 6. 16.01. The Until the Purchaser gives notice to the Seller of a designation of a new Collection Agent, Services is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms of this Agreementhereof. The Agent Purchaser may at any time after the occurrence of a Designated Event designate as Collection Agent any Person (including itself) to succeed the Seller Services or any successor Collection Agent. (b) The Seller is permitted , on the condition in each case that any such Person so designated shall agree to delegate, and perform the Seller hereby advises the Purchasers and the Agent that it has delegated, to the Originator, as subservicer of the Collection Agent, all of its duties and responsibilities as Collection Agent hereunder. The Originator has delegated certain of its duties and responsibilities as more particularly described on Schedule B hereto. Notwithstanding the foregoing, (i) the Seller shall be and remain primarily liable to the Agent and the Purchasers for the full and prompt performance of all duties and responsibilities obligations of the Collection Agent hereunder and (ii) pursuant to the terms hereof. The Collection Agent and the Purchasers shall be entitled to deal exclusively may subcontract with the Seller in matters relating to Originator or, with the discharge by prior consent of the Purchaser, subcontract with any other Person for servicing, administering or collecting the Pool Receivables, provided that the Collection Agent shall -------- remain liable for the performance of its the duties and responsibilities hereunder, and obligations of the Collection Agent and pursuant to the Purchasers terms hereof. The Purchaser shall not be required to give notice, demand or other communication to any Person other than the Seller in order for communication pay to the Collection Agent and its respective delegatees and subservicers in respect thereof to be accomplished. The Seller, at all times that it is the Collection Agent, (other than Services who shall be responsible for providing its delegatees and subservicers with any notice given under this Agreement. Without the prior written consent paid a fee pursuant to Section 2.10 of the Required Investors, ▇▇▇▇▇▇ Agreement) a collection fee (the Seller shall not be permitted to delegate any of its duties or responsibilities as "Collection Agent to any Person other than Fee") of 1/4 of 1% per annum on the Originatoraverage daily amount of Capital of each Share, and from the Originator shall not be permitted to further delegate to any other Person any date of the duties initial Purchase under the ▇▇▇▇▇▇ Agreement until the later of the Facility Termination Date or responsibilities the date on which such Capital is reduced to zero, payable on the last day of each Settlement Period for such Share; provided, however, that, upon three Business Days' notice to the -------- ------- Purchaser, the Collection Agent delegated may (if not Services) elect to it by be paid, as such fee, another percentage per annum on the Selleraverage daily amount of Capital of each such Share, but in no event in excess of 110% of all reasonable and appropriate out-of-pocket costs and expenses of such Collection Agent of servicing, collecting and administering the Pool Receivables.

Designation of Collection Agent. (a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the "Collection Agent") so designated from time to time in accordance with this Section 6. 1. The Seller is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms of this Agreement. The Agent may at any time time, and at the direction of any Managing Agent, shall, designate as Collection Agent any a Person to succeed the Seller or any successor Collection Agent. (b) The Seller is permitted to delegate, and the Seller hereby advises the Purchasers Purchasers, the Agent and the Agent Managing Agents that it has delegated, to the Originator, as subservicer "Subservicer" of the Collection Agent, all of its duties and responsibilities as Collection Agent hereunder. The Originator has delegated certain of its duties and responsibilities as more particularly described on Schedule B hereto. Notwithstanding the foregoing, (i) the Seller shall be and remain primarily liable to the Agent Agent, the Managing Agents and the Purchasers for the full and prompt performance of all duties and responsibilities of the Collection Agent hereunder and (ii) the Agent Agent, the Managing Agents and the Purchasers shall be entitled to deal exclusively with the Seller in matters relating to the discharge by the Collection Agent of its duties and responsibilities hereunder, and the Agent, the Managing Agent and the Purchasers shall not be required to give notice, demand or other communication to any Person other than the Seller in order for communication to the Collection Agent and its respective delegatees and subservicers Subservicers in respect thereof to be accomplished. The Seller, at all times that it is the Collection Agent, shall be responsible for providing its delegatees and subservicers Subservicers with any notice given under this Agreement. Without the prior written consent of each Managing Agent and the Required Investors, the Seller shall not be permitted to delegate any of its duties or responsibilities as Collection Agent to any Person other than the Originator, and the Originator shall not be permitted to further delegate to any other Person any of the duties or responsibilities of the Collection Agent delegated to it by the Seller.

Designation of Collection Agent. (a) The Purchaser shall ------------------------------- have, as against the Seller, the sole right to service, administer and collect the Pool Receivables. Notwithstanding the foregoing, the servicing, administration administering and collection of the Pool Receivables shall be conducted by such Person (the "Collection Agent") so designated from time to time in accordance with this Section 6. 16.01. The Until the Purchaser gives notice to the Seller of a designation of a new Collection Agent, Services is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms of this Agreementhereof. The Agent Purchaser may at any time after the occurrence of a Designated Event designate as Collection Agent any Person (including itself) to succeed the Seller Services or any successor Collection Agent. (b) The Seller is permitted , on the condition in each case that any such Person so designated shall agree to delegate, and perform the Seller hereby advises the Purchasers and the Agent that it has delegated, to the Originator, as subservicer of the Collection Agent, all of its duties and responsibilities as Collection Agent hereunder. The Originator has delegated certain of its duties and responsibilities as more particularly described on Schedule B hereto. Notwithstanding the foregoing, (i) the Seller shall be and remain primarily liable to the Agent and the Purchasers for the full and prompt performance of all duties and responsibilities obligations of the Collection Agent hereunder and (ii) pursuant to the terms hereof. The Collection Agent and the Purchasers shall be entitled to deal exclusively may subcontract with the Seller in matters relating to or, with the discharge by prior consent of the Purchaser, subcontract with any other Person for servicing, administering or collecting the Pool Receivables, provided that the Collection Agent shall remain -------- liable for the performance of its the duties and responsibilities hereunder, and obligations of the Collection Agent and pursuant to the Purchasers terms hereof. The Purchaser shall not be required to give notice, demand or other communication to any Person other than the Seller in order for communication pay to the Collection Agent and its respective delegatees and subservicers in respect thereof to be accomplished. The Seller, at all times that it is the Collection Agent, (other than Services who shall be responsible for providing its delegatees and subservicers with any notice given under this Agreement. Without the prior written consent paid a fee pursuant to Section 2.10 of the Required Investors, ▇▇▇▇▇▇ Agreement) a collection fee (the Seller shall not be permitted to delegate any of its duties or responsibilities as "Collection Agent to any Person other than Fee") of 1/4 of 1% per annum on the Originatoraverage daily amount of Capital of each Share, and from the Originator shall not be permitted to further delegate to any other Person any date of the duties initial Purchase under the ▇▇▇▇▇▇ Agreement until the later of the Facility Termination Date or responsibilities the date on which such Capital is reduced to zero, payable on the last day of each Settlement Period for such Share; provided, however, -------- ------- that, upon three Business Days' notice to the Purchaser, the Collection Agent delegated may (if not Services) elect to it by be paid, as such fee, another percentage per annum on the Selleraverage daily amount of Capital of each such Share, but in no event in excess of 110% of all reasonable and appropriate out-of-pocket costs and expenses of such Collection Agent of servicing, collecting and administering the Pool Receivables.

Designation of Collection Agent. (a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the "“Collection Agent"”) so designated from time to time in accordance with this Section 6. 1. The Seller SellerOriginator is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms of this Agreement. The Agent may at any time time, and at the direction of any Managing Agent, shall, designate as Collection Agent any a Person to succeed the Seller SellerOriginator or any successor Collection Agent. (b) The Seller is permitted to delegate, and the Seller hereby advises the Purchasers Purchasers, the Agent and the Agent Managing Agents that it has delegated, to the Originator, as subservicer “Subservicer” of the Collection Agent, all of its duties and responsibilities as Collection Agent hereunder. The Originator has delegated certain of its duties and responsibilities as Collection Agent as more particularly described on Schedule B hereto. Notwithstanding the foregoing, (i) the Seller SellerOriginator shall be and remain primarily liable to the Agent Agent, the Managing Agents and the Purchasers for the full and prompt performance of all duties and responsibilities of the Collection Agent hereunder and (ii) the Agent Agent, the Managing Agents and the Purchasers shall be entitled to deal exclusively with the Seller SellerOriginator in matters relating to the discharge by the Collection Agent of its duties and responsibilities hereunder, and the Agent, the Managing Agent and the Purchasers shall not be required to give notice, demand or other communication to any Person other than the Seller SellerOriginator in order for communication to the Collection Agent and its respective delegatees and subservicers Subservicerssubservicers in respect thereof to be accomplished. The SellerSellerOriginator, at all times that it is the Collection Agent, shall be responsible for providing its delegatees and subservicers Subservicerssubservicers with any notice given under this Agreement. Without the prior written consent of each Managing Agent and the Required Investors, the Seller SellerOriginator shall not be permitted to delegate any of its duties or responsibilities as Collection Agent to any Person other than the Originator, and the Originator shall not be permitted to further delegate to any other Person any of the duties or responsibilities of the Collection Agent delegated to it by the Seller.

Designation of Collection Agent. (a) The servicing, administration and collection of the Receivables and Participated Receivables shall be conducted by such Person (the "Collection Agent") Agent so designated hereunder from time to time time. Until the Administrative Agent gives notice to the Borrower of the designation of a new Collection Agent in accordance with this Section 6. 1. The Seller the terms hereof, HQ is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. At any time after the occurrence and during the continuance of this a Collection Agent Default (and then, only after the RFA Termination Date or earlier if permitted under the RFA Intercreditor Agreement. The ), the Administrative Agent may and, at any time the request of the Required Lenders, the Administrative Agent shall designate as Collection Agent any Person (including itself) to succeed the Seller Parent or any successor Collection Agent. (b) The Seller is permitted to delegate, if such Person shall consent and the Seller hereby advises the Purchasers and the Agent that it has delegated, agree to the Originatorterms hereof. The Collection Agent may, as subservicer with the prior consent of the Administrative Agent, subcontract with any other Person (except that in the case of an Originator no such consent is required) for the servicing, administration or collection of the Receivables and Participated Receivables. Any such subcontract shall not affect the Collection Agent, all ’s liability for performance of its duties and responsibilities as obligations pursuant to the terms hereof, and any such subcontract shall automatically terminate upon designation of a successor Collection Agent hereunderAgent. The Originator has delegated certain of its duties foregoing to the contrary notwithstanding (but subject to the RFA Intercreditor Agreement), until the RFA Termination Date, the “Collection Agent” under, and responsibilities as more particularly described on Schedule B hereto. Notwithstanding defined in, the foregoing, (i) the Seller Receivables Financing Agreement from time to time shall be and remain primarily liable to the Agent and the Purchasers for the full and prompt performance of all duties and responsibilities of the Collection Agent hereunder and (ii) the right of the Administrative Agent and the Purchasers to designate any successor Collection Agent shall be entitled to deal exclusively with the Seller in matters relating subject to the discharge by prior right of the Collection RFA Program Agent of its duties and responsibilities hereunder, and to designate the Agent and the Purchasers shall not be required to give notice, demand or other communication to any Person other than the Seller in order for communication to the Collection Agent and its respective delegatees and subservicers in respect thereof to be accomplished. The Seller, at all times that it is the “Collection Agent, shall be responsible for providing its delegatees and subservicers with any notice given ” under this the Receivables Financing Agreement. Without the prior written consent of the Required Investors, the Seller shall not be permitted to delegate any of its duties or responsibilities as Collection Agent to any Person other than the Originator, and the Originator shall not be permitted to further delegate to any other Person any of the duties or responsibilities of the Collection Agent delegated to it by the Seller.

Designation of Collection Agent. (a) The servicing, administration administration, collection and collection management of the Pool Receivables shall be conducted by the Person so designated hereunder from time to time (such Person (Person, the "Collection Agent"). Until the Administrative Agent (with the consent or at the direction of the Required Committed Lenders) so designated from gives notice to the Borrower of the designation of a new Collection Agent (which notice may be given at any time to time in accordance with this Section 6. 1. The Seller following the occurrence and during the continuation of a Collection Agent Default), TRW U.S. is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms of this AgreementAgreement and the other Transaction Documents. TRW U.S. may not resign from the obligations and liabilities hereby imposed on it. The Administrative Agent may may, and at the direction of the Required Committed Lenders shall, at any time after the occurrence and during the continuation of a Collection Agent Default, designate as Collection Agent any Person (including itself) to succeed the Seller TRW U.S. or any successor Collection Agent. , on such terms and conditions as the Administrative Agent and such successor Collection Agent shall agree. The Collection Agent may, with the prior consent of the Required Committed Lenders, subcontract with any other Person for the servicing, administration, collection or management of the Receivables (b) The Seller is permitted each such Person a "Sub-Collection Agent"); provided that TRW U.S. may without such consent delegate its duties as Collection Agent hereunder to delegate, and the Seller hereby advises the Purchasers and the Agent that it has delegated, to the Originator, as subservicer of any Affiliate. Any such subcontract or delegation shall not affect the Collection Agent, all 's liability for performance of its duties and responsibilities as obligations pursuant to the terms hereof. Without limiting the generality of the foregoing, any action taken or omitted to be taken by any Person that has entered into a subcontract with the Collection Agent hereunder. The Originator or to whom the Collection Agent has delegated certain any of its duties and responsibilities as more particularly described on Schedule B hereto. Notwithstanding the foregoing(including, (iwithout limitation, any Seller) the Seller shall be and remain primarily liable deemed to the Agent and the Purchasers for the full and prompt performance of all duties and responsibilities of the Collection Agent hereunder and (ii) the Agent and the Purchasers shall be entitled to deal exclusively with the Seller in matters relating to the discharge an action or omission by the Collection Agent (including, without limitation, for purposes of its duties determining whether any Receivable is a Diluted Receivable and responsibilities hereunder, for purposes of Sections 2.6 of this Agreement and the Agent and the Purchasers shall not be required to give notice, demand or other communication to any Person other than the Seller in order for communication to the Collection Agent and its respective delegatees and subservicers in respect thereof to be accomplished. The Seller, at all times that it is the Collection Agent, shall be responsible for providing its delegatees and subservicers with any notice given under this Agreement. Without the prior written consent 10.01 of the Required Investors, the Seller shall not be permitted to delegate any of its duties or responsibilities as Collection Agent to any Person other than the Originator, and the Originator shall not be permitted to further delegate to any other Person any of the duties or responsibilities of the Collection Agent delegated to it by the SellerReceivables Loan Agreement).

Designation of Collection Agent. (a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the "“Collection Agent"”) so designated from time to time in accordance with this Section 6. 18.1. The Seller Ferro is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms of this Agreement. The Agent At any time after the occurrence of an Amortization Event, the Agent, the LC Bank and the Purchasers may at any time designate as Collection Agent any Person to succeed the Seller Ferro or any successor Collection Agent. (b) The Seller is permitted to delegate, and the Seller hereby advises the Purchasers and the Agent that it has delegated, Ferro may delegate to the Originatorother Originators, as subservicer sub-Collection Agents of the Collection Agent, all certain of its duties and responsibilities as Collection Agent hereunderhereunder in respect of the Receivables originated by such Originators. The Originator has delegated certain Without the prior written consent of the Agent, the LC Bank and the Purchasers, the Collection Agent shall not be permitted to delegate any of its duties or responsibilities as Collection Agent to any Person other than (i) the other Originators, and (ii) with respect to certain Charged-Off Receivables, outside collection agencies in accordance with its customary practices. Seller shall not be permitted to further delegate to any other Person any of the duties or responsibilities of Collection Agent delegated to it by Ferro. If at any time following the occurrence of an Amortization Event, the Agent shall designate as Collection Agent any Person other than Ferro, all duties and responsibilities theretofore delegated by Ferro to Seller or any Originator may, at the discretion of the Agent, be terminated forthwith on notice given by the Agent to Ferro and the Seller or such Originator, as more particularly described on Schedule B hereto. applicable. (c) Notwithstanding the foregoingforegoing subsection (b), (i) the Seller Collection Agent shall be and remain primarily liable to the Agent Agent, the LC Bank and the Purchasers for the full and prompt performance of all duties and responsibilities of the Collection Agent hereunder and (ii) the Agent Agent, the LC Bank and the Purchasers shall be entitled to deal exclusively with the Seller Collection Agent in matters relating to the discharge by the Collection Agent of its duties and responsibilities hereunder. The Agent, and the Agent LC Bank and the Purchasers shall not be required to give notice, demand or other communication to any Person other than the Seller Collection Agent in order for communication to the Collection Agent and its respective delegatees and subservicers in sub-Collection Agent or other delegate with respect thereof thereto to be accomplished. The SellerCollection Agent, at all times that it is the Collection Agent, shall be responsible for providing its delegatees and subservicers any sub-Collection Agent or other delegate of the Collection Agent with any notice given to the Collection Agent under this Agreement. Without the prior written consent of the Required Investors, the Seller shall not be permitted to delegate any of its duties or responsibilities as Collection Agent to any Person other than the Originator, and the Originator shall not be permitted to further delegate to any other Person any of the duties or responsibilities of the Collection Agent delegated to it by the Seller.